Twitter adopts 'poison pill' to prevent Elon Musk takeover

  

Category:  News & Politics

Via:  vic-eldred  •  one month ago  •  12 comments

By:   Lucas Manfredi (Fox Business)

Twitter adopts 'poison pill' to prevent Elon Musk takeover
Twitter's board of directors has unanimously adopted a limited duration shareholder rights plan following Tesla CEO Elon Musk's $54.20 per share offer to take the social media giant private.

S E E D E D   C O N T E N T



Twitter's board of directors has unanimously adopted a limited duration shareholder rights plan following Tesla CEO Elon Musk's $54.20 per share offer to take the social media giant private.

Ticker Security Last Change Change %
TWTR TWITTER INC. 45.08 -0.77 -1.68%

Shares closed marginally lower on Thursday ahead of the observance of Good Friday.

Under the plan, which is also referred to as a "poison pill", shareholders' rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of Twitter's outstanding common stock in a transaction not approved by the board. In the event that the rights become exercisable, shareholders will be entitled to purchase additional shares of common stock at a discounted rate.

Elon Musk's Tweet displayed on a screen and Twitter logo. (Jakub Porzycki/NurPhoto via Getty Images / Getty Images)

The board says the plan "is intended to enable all shareholders to realize the full value of their investment in Twitter" and will "reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders."

The plan "is intended to enable all shareholders to realize the full value of their investment in Twitter" and will "reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders." - Twitter Board 4/15/2022

The plan, which will expire on April 14, 2023, does not prevent Twitter's board from engaging with parties or accepting an acquisition proposal if they believe it is in the best interest of the company and its shareholders.

Musk's $43 billion bid comes less than two weeks after he disclosed a 9.2% stake in Twitter on April 4. Though Musk was initially invited to join Twitter's board, he later declined the offer. As part of joining the board, Musk would've been unable to own more than 14.9% of Twitter's stock while serving on the board or for 90 days after. Musk's board term would have expired at Twitter's 2024 annual meeting.

Though Elon Musk has said that the offer is his "best and final" one, he revealed at TED2022 on Thursday that he is prepared with a plan B. When asked for specific details, he declined to elaborate.


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Vic Eldred
Professor Principal
1  seeder  Vic Eldred    one month ago

The Board of Directors at Twitter just gave the shareholders the finger as they stood by their evil ideology of lies and censorship.

Since this offer was above the actual value of this social media company, Elon Musk call take it to the Courts.

 
 
 
JohnRussell
Professor Principal
1.1  JohnRussell  replied to  Vic Eldred @1    one month ago

Conservatives are really desperate to get back on twitter so they can lie their asses off again , arent they?  Most normal people couldnt care less about Elon Musk. 

 
 
 
Vic Eldred
Professor Principal
1.1.1  seeder  Vic Eldred  replied to  JohnRussell @1.1    one month ago

Why does Twitter suppress the truth?

Specifically The Hunter Biden story in the final month of the 2020 election?

Why did they dis any ideas on a lab leak in Wuhan?

Why ban a former President while allowing murderous dictators to speech on Twitter?


Why are they afraid of Musk opening up their algorithms for public viewing?

 
 
 
Drinker of the Wry
Freshman Expert
1.1.2  Drinker of the Wry  replied to  JohnRussell @1.1    one month ago

Exactly, who cares about PayPal, electric cars or space travel? 

 
 
 
Vic Eldred
Professor Principal
1.1.3  seeder  Vic Eldred  replied to  Drinker of the Wry @1.1.2    one month ago

I suppose if Elon Musk could produce an electric car that is affordable, the left would tend to like him a bit. He would have to do what Hyundai did in the early 2000's. A price tag of $10,000 and a 10,000 mile warranty. That would do it.

The problem for the progressive elite is that he is what they are not. He is a fierce defender of free speech and he is a survivor.

 
 
 
XXJefferson51
Senior Guide
1.1.4  XXJefferson51  replied to  Vic Eldred @1.1.3    one month ago

I’m ready for his plan B

 
 
 
Vic Eldred
Professor Principal
1.1.5  seeder  Vic Eldred  replied to  XXJefferson51 @1.1.4    one month ago

I think that may be a trip to Court.

 
 
 
Vic Eldred
Professor Principal
1.1.6  seeder  Vic Eldred  replied to  Vic Eldred @1.1.5    one month ago

“If a sale of control is in question, according to Delaware General Corporation Law, Revlon principles will apply. Courts will more closely scrutinize the board’s process and actions in order to ensure that the sole objective of maximizing shareholder value is sought to be achieved,” she said.

She added that both acquirers and targets in any take-private transaction need to be mindful of the fiduciary duties and related requirements applicable to the target company and its board of directors.

“In a transaction involving a sale of a public company for cash that results in a change of control of the target, as is usually the case with any take-private transaction, Delaware law typically requires the board to act reasonably to obtain the best price reasonably available to shareholders.”

 
 
 
Colour Me Free
Junior Quiet
1.1.7  Colour Me Free  replied to  Vic Eldred @1.1.3    one month ago

I do not believe it has anything to do with price .. most likely has to do with the lack of a union label.  I am rather confident that is a big reason as to why the current president will not recognize Elon / Tesla as the forerunner in American electric car manufacturing...

P.s... Elon is no longer the largest shareholder in Twitter .. Vanguard Group as of Wednesday (I think it was) now holds 10.3% of the company 

 
 
 
Vic Eldred
Professor Principal
1.1.8  seeder  Vic Eldred  replied to  Colour Me Free @1.1.7    one month ago
I do not believe it has anything to do with price .. most likely has to do with the lack of a union label.  I am rather confident that is a big reason as to why the current president will not recognize Elon / Tesla as the forerunner in American electric car manufacturing...

For liberal approval?  He may never get that, but for electric cars to become accepted I think it's all about price.


Vanguard Group as of Wednesday (I think it was) now holds 10.3% of the company.

I'm not sure why they would do that, unless they are working with Musk.

 
 
 
Colour Me Free
Junior Quiet
1.1.9  Colour Me Free  replied to  Vic Eldred @1.1.8    one month ago
He may never get that, but for electric cars to become accepted I think it's all about price.

You might be correct that price is the key factor for all EVs to be accepted Vic .. but I do not think that is the case for Tesla - Tesla cannot produce cars fast enough to keep up with demand .. thus all the new gigafactories seeming to pop up everywhere.  The Tesla brand is a luxury item, even given that, there is the Model 3 that is between 40k and 56k.

The purchase price is not the factor for me .. my 2012 Dodge Ram 1500 with the 5.7 hemi is more practical for my use of a vehicle.  I get good gas mileage with the Eco feature (and I need a truck) .. plus range is a factor.  Say I take a weekend road trip to southeastern Montana.. roughly 410 mile trip one way .. I do not have to fill back up til the return trip ... whereas an electric car range is 330 ish miles (less miles in the winter) .. if I could find a fast charger it would take me roughly an hour of charge time to gain an addition 200 miles to finish my trip - if I cannot find a fast charger the next closest charge time is roughly 25 miles per hour of charge time .. I have done my research.. (Ford Lightening may be a game charger - remains to be seen)

Elon Musk is my hero, I bought Tesla at 33 dollars a share. Very excited to see what the numbers will be in the possible upcoming stock split... so I may be a bit biased when it comes to Tesla.

P.s.... I wonder what will happen to all those batteries once they can no longer recharge - or all the solar panels when the same thing happens .. bundle them up, place on a barge and send out to sea?

I'm not sure why they would do that, unless they are working with Musk.

I would think it is more along the lines of preventing Musk from maintaining controlling interest in the company, or to prevent Musk from possibly purchasing the company and then taking it private.

 
 
 
Vic Eldred
Professor Principal
1.1.10  seeder  Vic Eldred  replied to  Colour Me Free @1.1.9    one month ago
Tesla cannot produce cars fast enough to keep up with demand .

Does Tesla or any other US car maker have enough chips?  Who controls that market and how did it happen?


The purchase price is not the factor for me .. my 2012 Dodge Ram 1500 with the 5.7 hemi is more practical for my use of a vehicle.  I get good gas mileage with the Eco feature (and I need a truck) .. plus range is a factor.  Say I take a weekend road trip to southeastern Montana.. roughly 410 mile trip one way .. I do not have to fill back up til the return trip ... whereas an electric car range is 330 ish miles (less miles in the winter) .. if I could find a fast charger it would take me roughly an hour of charge time to gain an addition 200 miles to finish my trip - if I cannot find a fast charger the next closest charge time is roughly 25 miles per hour of charge time .. I have done my research.. (Ford Lightening may be a game charger - remains to be seen)

I think you speak for many Americans. The common use of the EV is a long way off. Where I live there is a shopping mall with a string of Tesla chargers. I never see a car go near them.


Elon Musk is my hero, I bought Tesla at 33 dollars a share. Very excited to see what the numbers will be in the possible upcoming stock split... so I may be a bit biased when it comes to Tesla.

 I'm with ya, I hope it does well.


I would think it is more along the lines of preventing Musk from maintaining controlling interest in the company, or to prevent Musk from possibly purchasing the company and then taking it private.

The Board of Directors has already done that with their poison pill. If one individual buys enough shares, Twitter's Board will simply print up more shares. It would really hurt the stockholders, their shares being worth less and it would make it a costly task for anyone to takeover the company.

 
 

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