Most legal experts say Twitter has the upper hand. But Musk revels in brinkmanship.
In 2018, the regulator secured a $40 million settlement from Mr. Musk and Tesla over charges that his tweet falsely claiming he had secured funding to take Tesla private amounted to securities fraud. A buyer has only once successfully argued in a Delaware court that a material change in the target company’s business gives it the ability to cleanly exit the deal. (The lawsuits concluded in a broken deal and a $1 billion settlement.) The most damaging outcome for Twitter would be for the deal to collapse. A lower price would benefit Mr. Musk and his financial backers, especially as Twitter faces financial headwinds. Mr. Musk has demanded that Twitter give a detailed accounting of the spam on its platform. The agreement also requires Twitter to provide data that Mr. Musk may require to complete the transaction. Twitter’s trump card is a “ specific performance clause” that gives the company the right to sue Mr. Musk and force him to complete or pay for the deal, so long as the debt financing he has corralled remains intact. For Twitter, completing a sale to Mr. Musk is vital. Mr. Musk did not respond to a request for comment. He also said that Mr. Musk did not believe the metrics that Twitter has publicly disclosed about how many of its users were fake. Mr. Ringler argued in his letter that Twitter had violated the agreement with Mr. Musk by not providing him with detailed information about how it measures inauthentic accounts.
Elon Musk's tumultuous $44 billion bid to buy Twitter is on the verge of collapse — after the Tesla CEO sent a letter to Twitter's board saying he is ...
On Thursday, Twitter sought to shed more light on how it counts spam accounts in a briefing with journalists and company executives. “From the beginning this was always a head scratcher to go after Twitter at a $44 billion price tag for Musk and never made much sense to the Street, now it ends (for now) in a Twilight Zone ending with Twitter’s Board back against the wall and many on the Street scratching their head around what is next.” “This is a disaster scenario for Twitter and its board,” Wedbush analyst Dan Ives wrote Friday in a note to investors. The chair of Twitter’s board, Bret Taylor, tweeted in response that the board is “committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. Much of the drama has played out on Twitter, with Musk — who has more than 100 million followers — lamenting that the company was failing to live up to its potential as a platform for free speech. Elon Musk announced he will walk away from his tumultuous $44 billion offer to buy Twitter, leaving the deal on the verge of collapse.
Elon Musk's tumultuous bid to buy Twitter is on the verge of collapse, with the Tesla CEO sending a letter to Twitter's board saying he is terminating the ...
Shares of Tesla, meanwhile, climbed 2.5 per cent to $US752.29. In a letter to the Securities and Exchange Commission, Mr Musk said Twitter had "not complied with its contractual obligations" surrounding the deal, namely giving Mr Musk enough information to "make an independent assessment of the prevalence of fake or spam accounts on Twitter's platform". On Friday, shares of Twitter fell 5 per cent to $US36.81, well below the $US54.20 that Mr Musk had offered to pay.
From the billionaire's initial disclosure of his Twitter stake to his withdrawal of takeover bid.
10 April – Musk says he will not join Twitter’s board 5 April – Twitter says Musk will join company’s board 4 April – Elon Musk discloses over 9% stake in Twitter
"Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users" he tweeted.. Mr Musk ...
A lot is still on the line. He said that Twitter clearly had a "left wing bias" and joked that its head office could be used as a homeless shelter. We are confident we will prevail in the Delaware Court of Chancery.— Bret Taylor (@btaylor) July 8, 2022 He wanted Twitter to champion "free speech". And as for Mr Musk's plan for Twitter? Well he had an ambitious growth forecast. It would also cause a moderation nightmare - with different tweets being assessed in real-time for whether they broke the law (or not) in hundreds of jurisdictions. Its inherent left-wing bias would be addressed. Crucially though, he argued that Twitter couldn't say how many accounts were fake. And then there was Twitter itself. The error margins on our estimates give us confidence in our public statements each quarter.— Parag Agrawal (@paraga) May 16, 2022 But critics argued that that definition was naive. He claimed he wanted to take over Twitter because it had lost its way.
Tesla chief executive officer Elon Musk says he's terminating his $US44 billion deal, citing material breach of multiple provisions of the agreement.
Musk had agreed to buy Twitter for $US54.20 ($78.95) per share, inserting a “420” marijuana reference into his offer price. Much of the drama has played out on Twitter, with Musk — who has more than 95 million followers — lamenting that the company was failing to live up to its potential as a platform for free speech. Then, on April 4, he revealed in a regulatory filing that he had become the company’s largest shareholder after acquiring a 9 per cent stake worth about $US3 billion ($4.37b). Shares of Tesla, meanwhile, climbed 2.5 per cent to $US752.29 ($1095.40). Twitter could have pushed for a $US1 billion ($1.45 billion) break-up fee that Musk agreed to pay under these circumstances. We are confident we will prevail in the Delaware Court of Chancery.”
Elon Musk's $US44 billion ($64 billion) bid to buy Twitter has hit a fresh snag amid new speculation that the billionaire might walk away soon.
Walking away will not be easy for the world's richest man, as Twitter says it will sue to keep deal alive.
“Litigation is not the end of the story but a bargaining chip in an ongoing process,” Elson says. Musk later suggested he could seek to pay a lower price for Twitter because of the fake accounts issue. Musk announced on 13 May that the deal was “on hold” while he awaited details supporting Twitter’s assertion that fewer than 5% of its users were spam or fake accounts. With the deal, Musk stood to take control of a social media network with more than 200 million users. “Twitter has failed or refused to provide this information. This week, the company revealed that it was suspending more than 1m spam accounts a day.
Billionaire Elon Musk wants to end his $44 billion deal to buy Twitter. Musk's lawyer claimed Twitter failed to comply with its obligations in the merger ...
"Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter's data and information simply because he chose not to seek this data and information before entering into the Merger Agreement," Ringer added. On the day of that announcement, the stock ended the trading day at $51.70 per share. Under the terms of the agreement, Musk agreed to pay $1 billion if he backs out. The stock has fallen considerably since the board announced it had accepted his offer to buy the company at $54.20 per share. "Twitter has failed or refused to provide this information," Ringler claimed. Musk has previously said he wanted to assess Twitter's claims that about 5% of its monetizable daily active users (mDAUs) are spam accounts.
Analysts and employees warned Musk set the stage for a turbulent period, which could carry financial risks and leave workers more frustrated.
The company stressed that the firehose is not enough to understand the state of bots on the platform. A left-leaning watchdog group said Musk’s filing highlights why the deal has been fraught from the start. “It was a political firestorm that Musk inserted himself into and now there’s going to be many of twists and turns again,” Ives said. But as the stock market has been roiled by a global sell-of of tech stocks, Tesla share values plummeted in the wake of the deal. “There’s been a general lack of belief that the deal would go through as signed.” Twitter does not ban all bots, which include purposeful automated accounts, such as those that post otter pictures on the hour or the temperature in a specific location. “The best result for shareholders will be closing the deal at $54.20, even with a hostile owner.” Musk began complaining about the bot issue soon after he agreed to purchase and take the company private this spring. In a Friday evening news release, Twitter’s board threatened to “pursue legal action” to enforce the terms of the $44 billion deal Musk struck in April to buy the social network and take it private. “Is he a material kind of guy who just changed his mind?” she said. Twitter could be forced make key business metrics public, inviting questions from Wall Street about the overall health of the company, which turned its first profit in 2018 amid a major financial retooling. Legal experts say Musk’s case doesn’t meet a threshold to allow him to walk away from the deal.
In a letter, the Tesla and SpaceX boss's lawyers said the platform has “not complied with its contractual obligations” surrounding the deal, namely giving him ...
May 17 – Mr Musk says the deal “cannot move forward” until he gets “proof” that bots are only 5% of spam accounts on the platform. But Mr Musk and Twitter enter into negotiations over a deal. April 14 – Mr Musk submits an offer to buy the company outright and take it private.