Commercial
Musk asked Twitter to provide more information about the amount of spam and fake accounts on the social media site.
By Lauren Hirsch, Kate Conger and Adam Satariano
Elon Musk, agent of chaos.
Musk, the world’s richest man, continued to sow confusion around his $44 billion acquisition of Twitter on Tuesday, even as the social media company tried to keep the deal on track. Early in the morning, the billionaire tweeted that “this deal may not move forward” until he was given more main points about the volume of spam and fake accounts on the platform.
Hours later, Twitter said it had “committed to closing the deal with the agreed value and terms as soon as possible. “He suggested his shareholders back Musk’s offer, which appeared to be getting a tweet by public tweet. Negotiation, even though it had reached a successful deal to buy Twitter last month.
M. ‘s increasingly skeptical and erratic commentsMusk on the acquisition led investors, bankers and Twitter itself to guess his motives. Many have gone through his methods, with poignant statements about the market made shortly in meetings or in emoji-laden tweets in the middle of the night.
However, his comments are consistent with Mr. M. ‘s long-standing trading strategies. Musk, where he acts in the most important moments, avoids the experts and relies almost only on his own advice. Years ago, he said he had stopped making business plans. And other people close to Musk said he had no plans when he made an offer to buy Twitter last month.
“I think this whole thing is just that it makes a lot of noise and shows the kind of headaches it would cause the company if it tried to argue that,” said Ann Lipton, a professor of corporate governance at Tulane Law School.
Twitter’s consistent percentages fell 8% on Monday and rose more than 3% on Tuesday. They remained at $38 based on the constant percentage, well below the $54. 20 based on the constant percentage Musk agreed to pay for the company and below where he traded before. the billionaire first revealed in March that he had bought a large stake in Twitter.
Behind the scenes, the two sides are seeking the deal: They jointly published a regulatory dossier on Tuesday. Renegotiating a deal would be simple for Mr. In addition to the $1 billion breakout fee, the deal with Twitter includes a “specific functionality clause,” which gives the company the right to sue and force it to close the deal as long as the debt financing it received remains intact.
Musk, who also runs rocket company SpaceX and electric car maker Tesla, was quick to respond to a request for comment. with participation. This agreement is in the most productive interest of all shareholders. We intend to close the transaction and enforce the merger agreement.
Musk’s most recent comments on the Twitter deal focus on the fake accounts factor on the platform. Twitter has long stated in regulatory filings that less than 5% of its accounts are fake, a figure Musk said is hard to believe. . In a tweet Tuesday at 3:32 a. m. m. ET, Musk said the figure could be well above 20 percent, without offering any data to his claim.
“My offer is based on the S. E. C. de Twitter. Deposits are accurate,” Musk said in the message.
Part of the explanation for why the fake accounts factor is now at the forefront is that Mr. Musk didn’t do any due diligence on Twitter before agreeing to buy the company. Potential buyers do their best to examine a target’s business, customers, expansion potential, and percentage value before making an offer. But according to a company regulatory filing on Tuesday, Musk told Twitter there was no need to conduct due diligence at the social media company before signing a deal.
In the filing, Twitter also warned that “if the merger is not completed, and depending on the cases that cause the merger not to proceed, the value of our non-unusual shares may fall significantly. “The uncertainty of the transaction can damage corporate morale and construction. increase turnover.
On Tuesday, two vice presidents and a branch manager told their colleagues they would leave the company for new opportunities, a Twitter representative said. Departures were previously reported via Bloomberg.
“If the bot’s number is so vital to your assessment of the value of the company, you did your due diligence before signing the agreement,” said Erik Gordon, a business professor at the University of Michigan. “And it added a particular representation about bots to the contract. “
Musk ratcheted up the tension on Twitter with his public comments asking about the deal. It began last Friday by tweeting that its acquisition was “temporarily suspended” until it can learn more about the volume of spam and fake accounts on the platform. Later, he went on to say he was still “committed” to the deal.
Over the weekend, he tweeted that Twitter’s legal branch had “called to complain” for violating a confidentiality agreement by discussing the length of its 100-year bot pattern. Musk’s deal with Twitter also includes a no-disregard clause that prohibits him from tweeting negatively. . about the transaction.
Then, at a tech convention in Miami on Monday, Musk said making a deal for Twitter at a lower price is “not out of the question” given questions about spam and fake accounts.
“The more questions I ask, the more my concerns grow,” Mr. Musk said at the event. “So, you know, at the end of the day, the acquisition must be repairable in a moderate period of time and without profit. “collapsing along the way. “
A successful business. Elon Musk, the world’s richest guy, crowned what appeared to be an unlikely attempt by the well-known mercurial billionaire to buy Twitter for around $44 billion. Here’s how the case played out:
The initial offer. Musk made an unsolicited offer worth more than $40 billion for the influential social network, saying he sought to make Twitter a private company and sought to get other people to express themselves more freely about the service.
The answer. Twitter’s board of trustees responded to Musk with a defense mechanism known as the “poison pill. “This shown trading tactic makes a business less appropriate for a potential acquirer by making it more expensive for them to buy shares above a certain threshold.
Secure funding. Although his initial offer comprises few main points and was won with skepticism on Wall Street, Musk temporarily moved to secure commitments worth $46. 5 billion to fund his offer, pressuring Twitter’s board to take his advances seriously.
Reach an agreement. Once the investment was made, Twitter’s board of trustees met with Musk to discuss his offering. The two sides reached an agreement temporarily, and the social media company agreed to sell for $54. 20 according to the stake.
Will the case pass? For the acquisition to be finalized, shareholders will have to vote and regulators will have to review the offering first. Most likely, the review will be intense and doubts remain about M’s plans. I needed more data about spam and fake Twitter accounts for the deal to continue.
He added that it was a “significant unfavorable anomaly” if Twitter stated that it had less than 5% fake accounts or spam, but that the figure is much higher.
“Significant adverse change” clauses are used through buyers to withdraw or renegotiate agreements if there has been serious harm to a business. But such accusations rarely triumph in court. Twitter’s bot count is unlikely to be a significant adverse statement, the lawyers said, as Twitter has publicly disclosed similar numbers each quarter and there would be no transparent adjustments to evaluate. And Twitter also warns in its regulatory filings that its bot’s estimates may be “higher” than it estimates.
Twitter’s trading contract has 8 pages of “representations”: actual promises about the state of the company at the time of the merger, none directly relate to its number of bots.
On Monday, Parag Agrawal, Twitter’s lead executive, also posted a lengthy thread detailing how the company calculates its number of bots. He said the company’s internal estimates for the past four quarters “were well below five percent. “
Mr. Musk then responded to Mr. Musk’s tweet thread. Agrawal with a poop emoji. He also tweeted to the Securities and Exchange Commission, indicating that he sought the company to review the settlement (Musk has already been the subject of SEC investigations).
Commercial