If I offered you ten cents a share in cash, why would the stock price decline? Anyone buying the shares below ten cents a share would be guaranteeing themselves a profit. Now if it were a stock swap from another company than the stock would fluctuate on #1 the price of the underlying stock and #2 the certainty of the buyout. So let's say, for example, Google were to offer a buyout of 1 share for every 10000 shares of SFOR, that would equate to seven cents a share but if GOOG dropped from $700 a share to $600 per share before the deal was done than that would equate to six cents per share so the price of SFOR would decline to discount that, it also would go up if GOOG went up before the deal was done.