Almost all of the current 3 billion A/S are already issued and outstanding. There are only 2 ways to get the 45.75% of the O/S to tac air without doing the A/S increase, a stock buyback (to the tune of almost 1.5 billion shares) or a reverse split. In light of these options the increase in A/S was the most prudent way to go because a reverse split is very difficult to do successfully and almost always looks bad. The stock buyback may happen in the future after the merger (if it happens) but right now they can't spend funds on that, they need income first.
This is my DD opinion, don't assume I'm right- check it out for yourself.