A focus of the issue is becoming the implications of Turners, which wants 20%, gaining more than 10%, which would then become a blocking stake and scuttle any future takeover offer for MTF.
Also canvassed is the present commission payments for those MTF shareholders who are car dealers.
For Turners to get the 20% stake is conditional on the board and shareholders changing the company's constitution to allow holdings above 10%.
Heartland warned last week a more than 10.1% holding formed a blocking stake against any future takeover offer, a prospect MTF also raised yesterday.
MTF chairman Stephen Higgs said yesterday the board was in the process of seeking an update to an earlier valuation - of $1.16 per share, from an independent source - with the updated valuation available before the closing date of the Turners offer, on October 17.
Turners has offered $1.15 per share, worth about $14.3million, but Mr Higgs reiterated Turners could not get more than 10% of MTF's ordinary shares without both board and shareholder approval.
There are 38.9million preference shares on issue, which do not get a vote, while the 23.07million ordinary shares are held by more than 700 car dealers across the country.
Craigs Investment Partners broker Chris Timms said with two suitors vying for MTF, ''shareholders are likely to just sit tight''.
Mr Higgs said the board was still considering whether having Turners holding a more than 10% stake would be beneficial to the company and shareholders.
''A major consideration in this assessment is that a stake of up to 20% would materially limit the ability of any other party to make an offer for MTF.
''This may have value consequences for all MTF stakeholders,'' Mr Higgs cautioned.
He said the board was ''seeking further engagement'' with Turners and was also taking advice.
''At this point, we believe it is advisable for shareholders to await further advice from the board before making a decision to accept the Turners offer,'' Mr Higgs said.
Heartland put a proposal to MTF last year, which was rebuffed and only publicly came back into the picture after Turners' offer went public a week ago.
''Although a number of factors have changed since the [earlier $1.16] valuation, the board does not believe the current value is likely to be materially lower than last year's valuation and does believe it could well be higher,'' Mr Higgs said.
Another important factor was whether Turners' offer would prompt changes to commission arrangements for shareholders who operate car yards.
Mr Higgs said the valuation was ''substantially higher'' for active shareholders, as in addition to the base value per share they also ''enjoy value'' from extra commission from their ''relationship with, and control over, MTF''.
''These shareholders should have regard to this additional value and the possibility of its loss or diminution, should there be changes to MTF's commission arrangements following the Turners offer,'' Mr Higgs said.
