"And from T/O experience, I've seen 'independent auditors'...

"And from T/O experience, I've seen 'independent auditors' identify an 'offer' as 'Not Fair' but 'Reasonable' which then leaves us SH to decide whether to accept it, or VLA BoD to 'push back' on Merck, there may still be 'room to move' perse..."

Shareholders still need to vote on this takeover (scheme) regardless of the outcome of the independent report (which will find that the offer is fair and reasonable).

The only events that have a fair chance of stopping the scheme succeeding in the current form are:
(1) a higher offer from another party
(2) someone buys up enough shares to block the sale, and tries to get Merck to increase the offer