Wouldn't Sam gonna HAVE to now outbid this offer if he sells the company to "himself"?
It's 100% up to the board and existing shareholders to accept or reject the offer. OpenAI is not a public company, interested parties can't just buy shares off the public market to do a traditional hostile takeover of simply buying up shares on the public market. He would need to convince the existing shareholders to sell their shares to him directly and private shares often need approval before they can be sold. No different than you starting an Etsy business out of your garage, no one can come in offer you 100k and require you to match. It requires you approving the sale of your business to the investor/acquirer or rejecting it, nothing else.
I am no expert in companies sales business but my understanding is, Sam was gonna sell the company to himself at a very low low price but now if he wants to do the same, he will have shell out more than 97 billion dollars or can he still pay $9 and buy the company?
If that were the case companies would create outrages bids all the time to block mergers of competitors, fortunately it doesn't work that way. The only reason this is even viable is because of the way the company was structured for OpenAI. In the current OpenAI structure, the non-profit entity owns the for profit business. According to their bylaws for OpenAI to switch to non-profit it must first "composite" the nonprofit division for the money making division. This price is to be set by discussions with shareholders and that is where things get complicated.
Internally Sam and other members of the board have likely set a value of the for profit division based on the money raised from outside investors, this is very similar to how non-publicly traded startup get value (It can't be $9 because no investor is going to accept pennies a share for a company valued at 157 billion, especially Microsoft who put 10 billion in for a 49% stake). What Musk is hoping to do is cause a "revaluation" of the company by existing shareholders, for which then could question whether that value of the for profit division is higher than what it is currently. If the board went against those who wanted to take Musk bid, the shareholders could sue for the difference in price. For example say the for profit company was valued at 157 billion for 100% of the company. Musks offer put a theoretical value of 97 billion for 51% which would value the company $190 billion for 100% of the company, a difference of 33 billion. Shareholders could sue for their cut of the 33 billion dollar difference. This can severely complicate the compensation plan to the non-profit if shareholders sue for the difference.
However, for Musk's bid to be legitimate, he will eventually be asked to prove he has to funds. If he doesn't then the bid just delays the change over. If he does, then the scenario above comes into play. Given Musk had issues securing 44 billion for Twitter and the fact that he tried to walk away from that deal, could give the board legitimate reasons for rejecting his big outright that would likely protect them from lawsuits.
The times has a write up of largely what is above (requires a login, but not subscription)
https://www.nytimes.com/2025/02/11/business/dealbook/elon-musk-hostile-bid-openai.html
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