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Twitter announced its counterattack against Elon Musk on Friday, using a strategy invented to repel corporate raiders in an attempt to thwart a takeover bid by the world’s richest man.
The strategy, known as the poison pill, will flood the market with new shares if Mr. Musk or any person or group working with him buys 15 percent or more of Twitter shares. This would immediately reduce Mr. Musk’s stake and make it significantly more difficult to buy a sizable elixir of the company. Mr. Musk currently owns more than 9 percent of the company’s shares.
The goal is to force anyone trying to buy the company to negotiate directly with the board. Securities experts say investors rarely try to break through a poison pill threshold, with the warning that Musk rarely fits precedent.
Companies often shy away from using poison pills because they don’t want to appear hostile to their shareholders. Still, some critics, such as Corporate Shareholder Services, an influential advisory group, they stated that they were open to tactics in some cases..
Twitter said the mechanism would not halt the company’s sales talks with any potential buyers and would give it more time to negotiate a deal that offers enough bonuses.
The pill “does not mean that the company will be independent forever,” said Drew Pascarella, a senior finance lecturer at Cornell University. “It just means they can fend off Elon effectively.”
Mr. Musk announced his intention Buying the social media service Thursday and making an unsolicited offer of more than $40 billion to the public. In an interview later that day, he addressed Twitter’s policies of moderation, describing Twitter as the “de facto town square” and saying that “it’s really important that people have the reality and perception that they can speak freely within their own law.”
Read More About Elon Musk and the Twitter Offer
The billionaire’s bid could be worth more than $40 billion and could have far-reaching consequences for the social media company.
He also said he has a Plan B if the board rejects his offer despite not sharing it.
Analysts have said Mr Musk’s bid, which bids significantly more than its current share price, but is well below its peak last year, could undermine the company’s value. They also expressed concerns about Mr. Musk’s ability to pool finances. Some securities lawyers said that if the board were to negotiate a deal with Mr. Musk, it could involve a large separation fee, which could allay concerns about the volatile nature of the deal, which conflicts with its ability to close.
Twitter has tried to deal with the world’s richest man buying shares in recent weeks. Last week, Twitter offers Mr Musk a board seat, but withdrew from the deal when it became clear that he could no longer freely criticize the company. HE IS turned down the role He posted on Twitter on Saturday and Wednesday evening. purchasing plans.
Twitter said in a statement that the poison pill plan, which will remain in effect until April of next year, is “similar to other plans adopted by publicly traded companies on comparable terms.”
According to FactSet, among Twitter’s other largest shareholders, the largest investment giant Vanguard Group, with a 10.3 percent stake; Morgan Stanley Investment Management, with an 8 percent stake; and BlackRock Fund Advisors, which owns 4.6 percent.
Ark Investment Management, led by Cathie Wood, Star of the Reddit investment community He owns 2.15 percent stake, who previously bet on Mr. Musk. Jack Dorsey, co-founder of Twitter, who is friends with Mr. Musk, owns 2.2 percent. The Twitter board, which includes Mr. Dorsey, unanimously approved the poison pill.
Mr Musk looked like he was preparing for a long fight on Thursday. “Getting Twitter private at $54.20 should be up to the shareholders, not the board,” he tweeted, along with a Yes/No poll.
Mr. Musk’s first, bare-bones, offers important questions left open. Mr. Musk has hired Morgan Stanley to advise on the proposal, although the investment bank is not known to finance large-scale deals alone. And Twitter shareholders looked wary: Twitter’s stock fell nearly 2 percent on Thursday, closing at $45.08, significantly below Mr. Musk’s bid. Stock markets in the US were closed on Friday for the Good Friday holiday.
Saudi Arabian Prince Al Waleed bin Talal, who describes himself as one of Twitter’s largest and longest-term shareholders, said on Thursday that Twitter should reject Mr.intrinsic value” Analysts also suggested that Mr. Musk’s price was too low and did not reflect Twitter’s recent performance.
Mr Musk argued that taking Twitter private would allow for more free speech flows on the platform. “My strong intuitive feeling is that having a maximally reliable and comprehensive public platform is extremely important for the future of civilization,” he said. interview At the TED conference on Thursday.
He also insisted that the algorithm Twitter uses to rank its content, deciding what hundreds of millions of users see on the service every day, must be publicly available for users to moderate.
Mr. Musk’s concerns are shared by many executives at Twitter, who are pushing for more transparency about their algorithms. The company has published internal research bias in algorithms and funded an effort To establish an open, transparent standard for social media services.
Twitter, however, opposed Mr. Musk’s hard-ball tactics. After a board meeting on Thursday morning, the company began exploring options to block Mr. Musk, including the poison pill and the possibility of courting another buyer.
during meeting with everyone On Thursday, Twitter’s CEO, Parag Agrawal, tried to reassure employees of a possible concussion. Despite the board’s refusal to share details about its plans, he encouraged employees to stay focused and not be distracted by Mr.
This is a developing story. Check back for updates.
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