That dawg may have hunted until the S-4 was published:
"Later on June 26, 2016, the Special Committee held a meeting, with representatives of Skadden and Lazard in attendance. At the meeting, the Special Committee instructed Lazard to analyze information provided to Lazard by SolarCity management in connection with its analysis of Tesla’s proposal and SolarCity’s alternatives, including remaining as a standalone company and, at management’s suggestion, a potential sale of SolarCity’s module manufacturing business. Among other things, the Special Committee instructed Lazard to discuss with Tesla whether Tesla would be willing to consider such a potential purchase given Tesla’s manufacturing expertise....Later on June 28, 2016, ... Representatives of Lazard informed the Special Committee that Tesla had indicated in its discussions with Lazard that it was not interested in exploring an acquisition only of SolarCity’s module manufacturing business."
The fund managers at the Institutions are evaluated on their investment returns. Before the S-4, there was very little substantive details about the alternatives to and potential synergies of the transaction, the S-4 did not help much.:
" Evercore’s opinion ... did not address any other [than the exchange ratio] aspect or implication of the Merger Agreement or the transactions contemplated thereby, including the Merger. Evercore’s opinion did not address the relative merits of the Merger as compared to other business or financial strategies that might be available to Tesla, nor did it address the underlying business decision of Tesla to engage in the Merger."
Evercore expressed no view as to any projected financial and operating data relating to SolarCity or Tesla or any judgments, estimates or assumptions on which they are based. Evercore relied, at the direction of Tesla, without independent verification, upon the assessments of management of Tesla as to the Estimated Synergies and assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgment of management of Tesla."
Fund managers at FMR and Bank of Montreal probably think the transaction is their best option to salvage what's left of their capital invested in SCTY. Fund managers at institutions with no or proportionally minor investments in SCTY may be disappointed by the paucity of substantive details in the S-4 about alternatives and synergies.
All M&A has some uncertainty arbitrage spread opportunity. MSFT is buying LNKD for $196/share (all cash), and the buy-out was overwhelmingly approved by LNKD's shareholders on 8/19/16 but LNKD closed today at $192.45--less than 2% uncertainty arbitrage.
The SCTY/TSLA spread is about ten times that at 22.5%.