It does not make sense.
Of course it does not make sense for us shareholders. But it most obviously does make sense to someone, presumably those in management of both companies. We have to figure out what their thinking is and how we may profit from it.
The private placement is to cover the cost for shareholders who want cash at .37 per share.
Does the statement, "All NewCo Shares will be issued in the Transaction on a notional 1 for 5 consolidated basis" mean they are doing a rollback after the deal is over, or is this related to the proration option for shareholders?