Tesla CEO Elon Musk filed to end his $44 billion merger agreement with Twitter on July 8, citing a “material breach” in the deal's provisions. POOL/AFP via ...
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.
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.
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.
Billionaire Elon Musk says he's terminating his $44 billion deal to buy Twitter because the company failed to address his concerns over spam accounts.
While Twitter has said bots make up just 5% of its monetizable daily active users, the letter says that Twitter appears to be “dramatically understating” the proportion of spam and false accounts. “And who says he’s still not trying to acquire it?” Grygiel said. Musk’s $44 billion deal was confirmed in late April after Musk spent nearly three months buying up Twitter shares to increase his stake in the company. Attorney Richard Signorelli said he hopes Musk pays a “hefty penalty” to get out of the deal. Tumbling stock prices, low investor confidence, stockholder lawsuits, and business disruptions were just a few of the possibilities the company laid out. We are confident we will prevail in the Delaware Court of Chancery," the tweet read. Donald Trump Jr. declared that Musk walking away from the deal meant Twitter was caught lying about spam accounts. Musk has previously contended that the count is 20% or higher. The stock has fallen sharply since the board accepted Musk's offer to buy the company in April for $54.20 a share. He is popular on Twitter, where he chimes in on politics, talks business openly, and embraces the internet’s meme culture. Skadden Arps attorney Mike Ringler said in a letter to Twitter's chief legal officer that “Twitter has not complied with its contractual obligations." The billionaire Tesla and SpaceX CEO is almost as known for his polarizing online persona as his entrepreneurial endeavors.
Twitter stock fell in late trading Friday after reports surfaced that Elon Musk will terminate his $44 billion effort to acquire Twitter.
Musk's team initially halted discussions on the deal in April, claiming that Twitter had lowballed the number of spam accounts. But action in Twitter stock showed there was plenty of uncertainty as to whether it would go through or not. In after-hours trading, Twitter was down 6.2% to 34.50.
Elon Musk terminated his agreement to buy Twitter Inc. on Friday, and Twitter's chairman promised a legal fight.
In a letter sent to Twitter’s TWTR chief legal officer on Friday, the Tesla Inc. TSLA and SpaceX chief executive claimed that he was ending the agreement because Twitter would not share requested information with him, and the information that was shared, he contended, had confirmed his belief that there were more bots on the service than Twitter claims in its securities filings. Elon Musk is backing out of his agreement to buy Twitter Inc., and Twitter’s chairman has already promised a legal fight.
Twitter has vowed to "pursue legal action to enforce the merger agreement."
Twitter's stock value started to fall shortly after Musk raised doubts about the proposed purchase. Musk claimed, without evidence, that the platform included at least 20 percent fake or spam accounts. Musk's attorneys argued that breaking the agreement was justified, in part, because Twitter had failed to provide adequate information about the platform's process of identifying the spam accounts despite "repeated requests over the past two months."
Tesla's CEO said in a filing with the SEC that he had notified the social media company that he was walking away from the deal.
Twitter Inc. shares dropped late on Friday after Elon Musk said he's terminating the $44 billion agreement to acquire the social media company.
Twitter shares had fallen 15% this year as of Friday’s closing price, compared with a drop of 26% for the Nasdaq 100. The news sent shares of Tesla Inc., the electric car maker that Musk leads, up as much as 3% while social media peers Snap Inc. and “Any competing bid from private equity would be at least 15-20% lower than Musk’s $44 billion offer.”
Twitter shares slumped lower Friday following a report from the Washington Post that suggested Elon Musk's $44 billion takeover bid for the group is in ...
Musk had previously said there is "some chance" the number of fake and bot accounts "might be over 90% of daily active users", but provided no proof for his assertion. He also found support from Texas Attorney General Ken Paxton, who has echoed Musk's call for more data to support its fake account claims and launched special probe into the company last month. Musk accused Twitter of being in a "clear material breach" of its merger agreement for failing to provide the fake account data last month and threatened his "right to terminate the merger agreement" as a result.
"Entire thing was a clever ruse to SELL + LIQUIDATE $8.5 BILLION of TESLA STOCK (w/plausible excuse for doing it)," Josh Wolfe, co-founder of Lux Capital, ...
Twitter estimated that bots accounted for 5% or less of users and provided Musk with internal metrics. "The Twitter bid did allow him to do that without his facing questions about why he was selling. "Entire thing was a clever ruse to SELL + LIQUIDATE $8.5 BILLION of TESLA STOCK (w/plausible excuse for doing it)," Josh Wolfe, co-founder of Lux Capital, tweeted Friday after the announcement.
While Tesla shareholders may have enjoyed a momentary sense of relief, the Twitter-Musk saga is hardly over.
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(Bloomberg) -- Elon Musk's effort to dump his agreement to buy Twitter Inc. leaves the social media service worse off, no matter the outcome.
You can select 'Manage settings' for more information and to manage your choices. You can change your choices at any time by visiting Your Privacy Controls. Find out more about how we use your information in our Privacy Policy and Cookie Policy. Click here to find out more about our partners. - Information about your device and internet connection, including your IP address