Well for one it isn't Rockstar that is declining the offer, its Take2. Who has a temporary contract with Rockstar until Feb 2009. So even if they do a hostile takeover, Rockstar will walk next year.
A stock means part of the company. If EA buys enough stock in Take2 (the publishers of Rockstar games), they effectively own the majority of the company and anything EA says is what will happen. If EA says "hey lets merge!" then thats what will happen.
However, given the size of a company like Take2, even if they are dwarfed by EA, its unlikely to happen. It would cost EA billions and billions of dollars.
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