Two trains of thoughts! 1A- the first one is that the company, before Pelham intervention, had an easy ride. Each year things were voted, they were gathering free shares, the futur
prospects were really positive for management without having to buy shares themselves. Basically them first and shareholders second.
1B- the second one is that management current existence/behaviour is being threatened. The future prospects are good , however they have to demonstrate to share holders that they really believe in the company and that Pelham could be bad for shareholders. Why didn't they buy those share at .76? Probably because of #1
From 1A and 1B, we can draw the same conclusions: Management first, shareholders second.
2A- Pelham is there for the good of the company including share holders and also for themselves and their intentions are basically honourable. Everyone wins and management incentives are kept in line with the industry.
2B- Pelham is there for themselves they want to make as much money as possible, they want
to stop management diluting the company and in the end they earn more money and all share holders earn more money as well.
the end result of 2A and 2B is that shareholders will make more money.
In my book 2 A or B are not bad options as share holders win.
....and in my book perhaps management has not shown as much love as they should have in 1A and now they have to backtrack using 1B.