In addition to its option to purchase Bear's headquarters building, J.P. Morgan has the option to purchase just under 20% of Bear Stearns's shares at a price of $2 each. That feature gives J.P. Morgan an ability to largely block a rival offer, says a person with knowledge of the contract.
The deal also is highly "locked up," meaning that J.P. Morgan cannot walk, even if there is a heavy deterioration in Bear's business or future prospects. Bear Stearns holders can, of course, vote the deal down. But the effect that would have on J.P. Morgan's ongoing managerial oversight and the Fed's guarantees is largely unknown.
The only reason I can see is if BSC shareholders vote against it, which is unlikely given the fed backing and the high-profile of the deal. Even if JP Morgan doubles it’s equity offer, it’s still $4 / share. And I personally feel that is the best case shot.
The deal is a done deal in my opinion. The current stock price is yet another example of market irrationality and inefficiency.