Elon Musk is pulling out his deal to buy Twitter - The Washington Post
Category: News & Politics
Via: jbb • 2 years ago • 15 commentsBy: Gerrit De Vynck,Faiz Siddiqui (Washington Post)
S E E D E D C O N T E N T
Twitter's board said it would pursue legal action to enforce the deal, setting the stage for a legal battle
By Gerrit De Vynck,Faiz Siddiqui andRachel LermanUpdated July 8, 2022 at 7:39 p.m. EDT|Published July 8, 2022 at 5:25 p.m. EDT Listen 6 min Comment on this storyComment Gift Article Share
Elon Musk is terminating his $44 billion deal to buy Twitter but thecompany vowed Friday to still complete the deal, setting the stage for a legal battle that could lead to more turmoil and uncertainty for the social media network.
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After months of growing doubt that he intended to close the deal,Musk's lawyers sent a letter to Twitter arguing he has a right to drop out of the agreement because Twitter hasn't given him enough information about the company's business.Musk's filing was blunt about his intentions: he is "terminating their merger agreement," the letter attached in a Securities and Exchange Commission filing Friday said.
But Twitter's board hit back at the billionaire Friday, saying it would pursue legal action to enforce the deal. Legal experts have said it will be difficult for Musk to just walk away from the agreement. The agreement also has a $1 billion breakup fee.
Friday's development sets the stage for a legal battle that could likely stretch for months and signals more uncertainty for a social media company that has beenembattled by leadership changes, a falling share price and low morale.
Twitter's bot problem not likely to enable Musk to back out of deal
Twitter has plunged into chaos since Musk announced his intentions to take over the firm in April. Employees, fearing layoffs and a significant change of operations under the billionaire, have been looking for new jobs as Musk has regularly aired his criticisms of the business in tweets of his own. And the billionaire's move to exit the deal leaves Twitter's reputation in jeopardy with its future ownership in flux.
"It discombobulated their whole operation," said Carl Tobias, law professor at the University of Richmond. "It's going to be tough for Twitter to weather this."
Musk has been known for impulsive decision-making, often illuminated by his late-night tweeting. His Twitter following has ballooned as he has pursued ownership of the site, soaring past 100 million followers most recently. His interest in buying Twitter, updates on the deal, and his decision to reassess the purchase were all projected to legions of fans and detractors on the site in real time.
Musk's filing accused Twitter on Fridayof having "failed or refused to" hand over information that would help Musk and his team ascertain the true number of bots or spam accounts on the social media platform.
"Sometimes Twitter has ignored Mr. Musk's requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information," the letter reads.
Elon Musk's deal to buy Twitter is in peril
Twitter board chair Bret Taylor tweeted Friday that the company would pursue legal action against Musk.
"The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement," he wrote. "We are confident we will prevail in the Delaware Court of Chancery."
The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery. — Bret Taylor (@btaylor) July 8, 2022
Twitter shares fell nearly 6 percent in after-hours trading Friday following the disclosure.
Legal experts have said that Musk can't just walk away from the deal. His April agreement to buy the company included a commitment to go through with the acquisition barring a major change to the business, and legal experts say that threshold is difficult to meet in court. Musk has previously threatened to scuttle the deal if Twitter didn'tgive him more data to run his own analysis on how many spam bots it has, while Twitter has said it can't give up personal information on its users like their names, emails and IP addresses, which it uses to come up with its own bot numbers.
Musk did not respond to a request for comment.
Read the letter filed by Musk lawyers seeking to terminate the $44 billion Twitter deal
In the letter, Musk accused Twitter of a "material breach" of provisions in the agreement, making "false and misleading" representations and also cited the likelihood of a "material adverse effect," which typically meansa significant change that would affect the value of the company.
"In short, Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter's identification, collection, and disclosure of the most relevant information sought in Mr. Musk's original requests," the letter said.
Five reasons it will be hard for Elon Musk to buy Twitter
In the letter, Musk also referred to the company's finances as a potential reason to get out of the deal, citing what he described as the company's "declining business prospects and financial outlook."
Musk argued in the letter to the company that Twitter broke its agreement not to substantially alter its business after the deal was signed by "firing" two senior executives in May and conducting layoffs in its hiring team in July. Musk also appeared to argue in the filing that he didn't waive the right to do due diligence when he signed the deal, and expected Twitter to be forthcoming with more information.
Legal experts have said that when he signed the deal, he agreed to buy the company as is.
Elon Musk tells Twitter staff harassment will drive people from service
Musk shook up the social media world in April when he unveiled his plans to buy Twitter and assembled a large group of co-investors, and leveraged his personal wealth to get the funding needed to finish the deal. But soon after his takeover announcement, a global sell-off in tech stocks eroded Musk's own net worth, while making his $54.20 a share purchase price look like a serious overvaluation of Twitter.
Musk skeptics have said he concoctedthe argument about bots simply to find a reason to get out of what he now saw as a bad deal.
Elon Musk, notorious Twitter troll, is now trolling Twitter itself
Wall Street has been skeptical Musk will complete the deal for months. Twitter's stock price was trading at around $37 Friday, down nearly 30 percent from the $52 it traded at the time he made his acquisition announcement.
The filing came after The Washington Post reported Thursday that the deal was in serious jeopardy, as talks with at least one likely investor had cooled and Musk's concerned over spam bots were not resolved, according to people familiar with the situation who spoke on the condition of anonymity to discuss sensitive matters.
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Suckers!
Twitter should ban him.
Let him do his pump and dump on Truth Social.
A real up and down roller coaster ride. One might imagine that, if taken advantage of by selling short and buying the shares at the right times, one could have made a LOT of money.
I think Musk has raised eyebrows with his tweeting regarding Tesla stock and even digital currencies that he accepts as payment for Tesla cars.
That's funny. The right wingers were overjoyed when Musk announced he was buying Twitter. How sad for them.
I knew he wouldn't. His cash is all tied up in his stocks. He even had to borrow money from some one in the middle east.
He is actually a moron that is trolling everyone.
The bot excuse was just that. An excuse. I hope they sue his ass.
Oh, I read his factory in China is doing well....
He seems like a real jerk.
I still say is is a fucking weirdo. Now he is gloating because he had sex with a subordinate and fathered twins.
Saying we are underpopulated and he is doing his part....
I wouldn't buy a tesla even if I was a billionaire.
If for no other reason than the fact that they are involved in mysterious crashes.
Twitter is suing Musk to complete the deal on the other hand there is a billion dollar fine for pulling out of the deal...
This will be a lawyer's dream.
Yup. Almost as soon as he announced he was going to buy it, he started trying to sour the deal. He just couldn't stand to lose face by saying he was going to buy, then pulling out because he didn't have the funds on hand. Classic case of sour grapes.
it will be interesting to watch , just what i read last night , even the proposal had an out and he could get out of that "fine " , though it admits it might be hard to prove in a suit , still going to be fun to watch though .
So true. His antics and their enabling of them could cost a lot of people a lot of money.