"plus what the offer is its above book value..."

That isn't the real value. Plus, Eric can offer RICK stock. I don't think the real estate is a big problem, just a small problem.

So Eric offers something like $3.00 in RICK stock and Troy is totally screwed. Then he has to claim VCG is actually worth more than $3.00 to keep his stock and give up $3.00 offer for 100% of the stock.

Trust me ... Eric has to be looking at this.