I think its more that the market is pricing in two things in its probability estimation:<p>1) The deal won&#x27;t actually close until next summer. Even if we know for certain that the price is locked in at the numbers specified (due to collars or what not), you&#x27;re investing at $28 to get $33 while locking up assets for a year, while still being subject to risk of Dell issuing a lot of debt that&#x27;s going to get more expensive (when the Fed raises rates later this year). Ie, its a nice ~15% yield for 1 year, but its a risky asset. Also, unlike typical cases where a company is in play, this trading price suggests that the market doesn&#x27;t think an alternate bid (IBM? MSFT? ORCL?) is likely to emerge, or at least not a more substantial one.<p>2) The structure of the tracking stock is unique, and its not clear if the biggest agitator in EMC (Elliot) is on board with this transaction.<p>My personal bet is that the deal will go through - but the markets are probably pricing in the  a) long time frame and b) potential debt exposure from an interest rate rise that may blow it up. For what its worth, in most transactions like this, there&#x27;s always some gap between the &quot;sale price&quot; and the trading price.