I really don't know the complete answer but I also assume that a suitor, if they do not think the board is amenable to them, might decide to go rogue and appeal directly to all shareholders and make it public.
2.) It is not a best example, because the process was public but the case is the same if it was not … The BoD do not recommend the offer but the suitor makes it public and official / firm (hostile takeover). e.g.: Xerox will attempt hostile takeover of HP's board of directors.