Glorieux you wrote,

"One reason why Mac would look at that is if it allows him and his BoD to receive full poison pill payment for themselves. NOT's offer gives 1.5M for everyone while Mac alone is schedule to receive 4M in the poison pill scenario-another 2M for the rest of them."

This poison pill payment does not come into effect on a friendly offer which this second(or exclusive) deal would be. Mac and others could get compensation as part of the deal which is common practice but the difficulty with that is even with a friendly take over 66-2/3' s of the shares must get tendered.