What's puzzling is how analysts underestimated the complexity of SPA and assigned such weight to it
In general, most investment banks have crap research. Either the analysts follow too many stocks and cant devote too much time to each issue they follow, which in turn, leads to laziness in real assessment of the situation, or, in the case of the boyz at Roth, Rodman, Lazard, they'll say ANYTHING to get the banking business.
I don't mean this as an insult at all, in fact, it's quite the compliment: I have seen better analysis on companies on this message board, and, in this case, arguments about this SPA, than almost any research piece from an investment bank.