Elon Musk Threatens to End Twitter Deal Without Disclosure About Spam


in a crisp, Six paragraph letter to Twitter On Monday, the lawyers of the world’s richest man, Elon Musk, expressed their dissatisfaction.

Twitter was “actively resisting and blocking” Mr. Musk’s rights. $44 billion deal to buy social media serviceWritten by lawyers. They said the company “refused data requests from Mr. Musk” to disclose the number of fake accounts on its platform. By giving Mr. Musk the right to break the agreement, the lawyers called this a “clear material breach” of the agreement.

Letter forwarded to Twitter and submitted to the Securities and Exchange Commission, Mr. Musk’s blockbuster escalated his campaign to end the buyout. After making a deal to buy Twitter in April, 50-year-old Mr. Musk has repeatedly suggested He said he might want to cancel the purchase. Monday’s letter contained the most direct words ever about his desire to withdraw and crystallized his legal argument for doing so.

It added yet another uncertainty as to whether Mr. Musk would be able to complete the deal, although he waived his right to due diligence on Twitter when he bought it. The letter also raised the possibility of a contentious legal battle should either party take the matter to court. If Mr. Musk does go that route, the terms of the deal give Twitter the right to sue to force completion of the purchase if debt financing for the purchase remains intact.

The letter also caused some eye rolls. Heading electric car maker Tesla and rocket company SpaceX, Mr. Musk is a famous variable and he often winged his wheels and commercemakes his last gamble completely unexpected.

“This is a move that Twitter investors have been steeling themselves for for weeks, the moment Elon Musk’s haphazard ruminations on tweets were distilled in an official letter to regulators,” said Susannah Streeter, a senior investment and market analyst at Hargreaves Lansdown. “Taking over was always destined to be a bumpy ride.”

Twitter said the sale to Mr Musk remained on track. “We aim to close the transaction and put the merger agreement into effect at the agreed price and terms,” ​​a spokesperson said, adding that the company “will continue to share information in collaboration with Mr. Musk to complete the transaction.”

A person with knowledge of the incident stated that Twitter had been sharing information with Mr. Musk behind the scenes for about a month without any interruption, and requested anonymity because the conversations were confidential.

According to a copy of the memo obtained by The New York Times, Twitter’s general counsel Sean Edgett also sent employees an email Monday morning, reiterating the company’s commitment to completing the deal.

Twitter’s stock fell 1.5 percent on Monday, closing at $39.56, well below the $54.20 per share that Mr. Musk agreed to pay for the company.

Mr Musk did not immediately respond to a request for comment.

Mr. Musk, who has been complaining about Twitter’s fake accounts and bots for weeks, has started to get some contention with others on the matter. After Mr. Musk’s letter to Twitter was made public on Monday, Ken PaxtonThe Texas Attorney General said it was him. open an investigation In a statement from his office, it was stated that the company entered the company for potentially misleading Texans about the number of “bot” users.

Twitter declined to comment on Mr Paxton’s investigation.

When Mr Musk agreed to buy Twitter in April, he said he wanted to make the company private, allow more freedom of speech on the platform, and improve the service’s features. But since then, the stock market has plummeted amid inflation fears, the war in Ukraine, and supply chain difficulties.

The drop hit the stocks of companies like Tesla, which is Mr. Musk’s main source of wealth. The turmoil has also rattled credit markets, potentially making it harder for banks to sell the increased debt to finance a takeover. Analysts estimate that these factors caused Mr. Musk to regret spending $44 billion on the social media company..

In recent weeks, Mr. Musk has threatened to put the Twitter deal “on hold” due to the number of fake accounts. Last month he tweeted:agreement cannot proceed.“Until Twitter shows “proof” that these accounts make up less than 5 percent of its users, as the company has repeatedly said. He made similar remarks at a conference in Miami, noting that it may be trying to lay the groundwork for rescheduling the deal.

In doing so, Mr. Musk appeared to be making a case for claiming that Twitter had experienced a “material adverse change” that could significantly impact its business and allow it to break the deal. Still, legal experts have questioned the merits of this argument, especially since Twitter has long declared that fake accounts represent around 5 percent of its users.

Mr. Musk’s letter on Monday represented a new strategy. Rather than simply saying that the billionaire doesn’t believe Twitter’s numbers, his lawyers said in the letter that the company violated its obligations by not providing Mr. number of bots.

The lawyers wrote that Mr Musk has “repeatedly” requested more information about how Twitter measures spam and fake accounts on its platform, and “has made it clear that the company does not believe its loose testing methodologies are sufficient, so he must do his duty”. own analysis.”

They said Twitter’s cooperation was necessary to secure the debt financing that the banks had committed to fund the deal. Morgan Stanley and other lenders 13 billion dollars He’s in debt to help pay for Mr. Musk’s takeover. These commitments are governed by the same legal agreements as the agreement.

“What he’s actually done is a much smarter attempt to get out of the merger deal,” said Ann Lipton, professor of corporate governance at Tulane Law School. “If Twitter really puts a barrier on requests for information, and if those requests were necessary or reasonable for Musk to receive his funding – which is what he claims in this letter – then that would likely be a breach that allowed Musk to walk away.”

Twitter, in turn, could argue that it did not have the information Mr Musk requested or that it was not necessary for closing the deal, it said.

A deal is expected to be completed by October 24. If it doesn’t close by then, both parties can go away. If the transaction is delayed by regulatory approvals at the time, Mr. Musk and Twitter will have another six months to close the transaction. The deal includes a $1 billion separation fee for both parties under certain conditions.

In many ways, the deal looks otherwise. Last week Twitter announced got regulatory permission From the Federal Trade Commission to continue its sale.

On the funding front, Mr. Musk explained in a file said last month it increased its personal cash commitment to the deal and canceled a planned loan against Tesla shares. Room He said he was talking to other Twitter shareholders, About the transfer of existing shares to the company after taking private, including the company’s co-founder Jack Dorsey.

For Twitter, completing the deal is existential. The company faced challenges in achieving consistent financial results and increasing the number of users.

Parag AgrawalTwitter’s CEO cut the company’s discretionary spending and froze new hires last month. Since Taking over in November, shaken up the company’s top line and has plans for more changes. He also asked employees to try to stay on course.

“I know we are going through a period of uncertainty,” he said at a recent company meeting. “We are shifting our focus back to our business”


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