That is the problem with a tender offer. IF this situation becomes reality >> Do DD, check it out and be really sure about not accepting tender.
Carter will put a lot of thought into a tender offer price that will get him over 90% of shares.
With Carter having a majority and all the shares from a tender offer, it will be way over majority 50.1% more like 90%+. He calls a shareholder meeting and wins the go-private-vote. He is the majority owner and all untendered shares of UOIP are converted to a prorated share of new private company. They will be minority owners in new private company. UOIP will cease to exist.
As a minority owner, you will get your prorated share of what ever distribution Carter gets. But even all the minority voters voting together will not make Carter do anything he doesn't want to do. Examples: Capital & Operating Expenses, Acquisitions, even selling entire company to somebody like Cisco. You would have a right to see the books. You would have the right to get your prorated share of any distribution.
Downside: If you don't agree, you have to sue ($). If you need to sell, you have to find the buyer or take whatever company (Carter) offers. Yo cannot click on an eTrade screen.
Me: It is personal, I want north of a dollar but will take something less before get trapped into being a minority shareholder in a private company.