Let me explain better. PAND has S/O of 30M shares, so MRK deal is 30Mx$60=$1.8B, maximum MRK is willing to pay. Suppose PAND's CEO was spending money and reward himself like JT and as a result needed to dilute several times resulting in S/O of 40M. Then instead of getting $60/share, it received $45/share, hence a triple digit premium turn into a double digit premium. So the more shares outstanding, the more difficult to get a higher premium.