The vote exact math This analysis uses exact numbers gleaned from circular.
201,231,446 shares outstanding.
Minority holds 201,231,446 - Rio's 102,196,643 = 99,034,803 shares.
Pentwater + SailingStone 16% of total float = 32,197,032 shares.
Assume 90% participation other than Pentwater and SailingStone.
Therefore 92,351,026 votes cast in total.
32,197,032 "No" votes cast by Pentwater and SailingStone.
Leaving 60,153,994 votes cast by remaining minority.
Require 46,175,513 "NO" votes to defeat (simple majority of votes cast in total).
Leaving 13,978,481 "NO" votes cast by remaining minority to defeat.
Equates to 23.24% of remaining minority to cast "NO" votes to defeat.
I believe that my 90% participation assumption by remaining minority shareholders is generous.
More likely to be in the 75% to 85% window.
The lower the participation by remaining minority shareholders, the lower the threshold needed to defeat (< 23.24%).
Since the current share price is less than the offer price, the market is saying that:
1) the offer will fail;
2) RIO will not immediately up its bid.
I find it interesting and amusing that personal phone calls are going out to small shareholders. My wife received a call advising her 600 shares to vote for the proposal.
RIO is pulling out all stops. Up to the minority to "Stop the Steal".