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> Why the price would be lower?

Renegotiate the deal by threatening to walk away - or actually walking away[1] and buying the pieces from the bankruptcy sale.

1. Which Musk tried and failed to do when Twitter sued for specific performance. I suspect a company that's going out of business is far less fiesty.

[gizmondo]

But they can do that regardless of what arguments the company makes to the antitrust authorities.

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If the buyer is publicly listed, they have to consider their own share price,that is - the perception of their shareholders. The buyer will be punished for overpaying for a company circling the drain, they will also be punished from waling away from purchasing a seemingly healthy company at a good price.

The buyer and purchaser have to agree on which of the 2 options they publicly present to their shareholders and regulators - Amazon wouldn't be fooled because they had access to the financials and had its own judgement on viability (which may not be material Amazon's plans). However, the approach would decide the corresponding offer, and typically wouldn't be a retrospective decision, but would lock-in the higher or lower from the start.