Twitter has warned it will force through Elon Musk’s $44billion takeover at the ‘agreed price’ after he threatened to walk away from the deal.
The social media giant said it planned to ‘consummate the transaction’ with the billionaire after he blasted its bosses in his latest SEC filing.
It also said it would ‘cooperatively share information’ after he claimed it was ‘resisting and thwarting’ his right to details about spam pages on the platform.
Musk’s latest dig at Twitter saw him slam its chief legal officer Vijaya Gadde and threaten to torpedo the mega deal.
He claimed he ‘reserves all rights’ to sink the takeover if the platform does not provide more about fake accounts on its website.
The social media network claimed earlier in the battle it had submitted all necessary details but he dismissed it as just the methodology on finding bots.
Today’s filing is not the first time Musk has threatened to pull the blockbuster deal, with it being ‘temporarily put on hold’ last month while he looked into fake accounts.
He claimed spam bots could make up at least half of Twitter’s users, which is more than 10 times the company’s official estimate.
He also tweeted last month he ‘cannot move forward’ with the purchase until he is provided the requested data.
Meanwhile Musk’s other ventures – SpaceX and Tesla – have been battered by his Twitter acquisition, with stocks plummeting amid fears he cannot juggle the work.
In a letter to Vijaya Gadde, Twitter’s Chief Legal Officer, dated Monday, Musk’s attorney argued the terms of the billionaire’s purchase agreement requires the platform to provide the requested data, which he has allegedly repeatedly asked for since May 9.
He also disputed the company’s alleged claim that it is only required to provide information for the ‘limited purpose’ of closing the deal.
‘Musk is entitled to seek, and Twitter is obligated to provide, information and data for, inter alia, ‘any reasonable business purpose related to the consummation of the transaction,” the letter stated.
‘Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Musk’s own analysis of that data will uncover.’
Twitter has disclosed its bot estimates to the U.S. Securities and Exchange Commission for years, while also cautioning that its estimate might be too low.
The company quickly hit back at his letter, saying it plans to enforce the buyout at the ‘agreed upon price and terms’ and will provide the billionaire with the necessary information to secure the deal’s success.
‘We believe this agreement is in the best interest of all shareholders,’ a company spokesperson said in a statement Monday.
‘We intend to close the transaction and enforce the merger agreement at the agreed upon price and terms.’
Last month, Musk said he wanted to pause on the purchase deal to verify false or spam accounts represented fewer than 5 percent of the company’s 229 million users during the first quarter, as Twitter reported.
If Twitter’s reporting was accurate, that would mean that there are fewer than 11.4 million fake accounts that are targeted for ads.
The billionaire said he and his team wanted to conduct their own audit of 100 Twitter followers to check how many are bots and spam accounts.
In Monday’s letter, Musk stated if Twitter is ‘confident’ in its published spam estimates, he ‘does not understand’ the company’s reluctancy to allow him to ‘independently evaluate those estimates.’
‘As Twitter’s prospective owner, Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing. To do both, he must have a complete and accurate understanding of the very core of Twitter’s business model—its active user base,’ the letter stated.
‘In any event, Musk is not required to explain his rationale for requesting the data, nor submit to the new conditions the company has attempted to impose on his contractual right to the requested data.’
The bot problem also reflects a longtime fixation for Musk, one of Twitter’s most active celebrity users, whose name and likeness are often mimicked by fake accounts promoting cryptocurrency scams.
The billionaire appears to think such bots are also a problem for most other Twitter users, as well as advertisers who take out ads on the platform based on how many real people they expect to reach.
However, some analysts speculate Musk is actually seeking the spam data in an effort to negotiate a lower price for the deal or pull out completely.
The Twitter sale agreement allows Musk to get out of the deal if there is a ‘material adverse effect’ caused by the company. It defines that as a change that negatively affects Twitter’s business or financial conditions.
Financial experts claim Musk can’t unilaterally place the deal on hold, although that hasn’t stopped him from acting as though he can.
If he walks away from the merger agreement, Musk could be on the hook for a $1 billion breakup fee.
Though Twitter’s board agreed to the purchase in April, it still has not been approved by shareholders, and is not expected to close for at least several months.
In fact, late last month, a proposed class-action suit was filed against Musk and Twitter over the Tesla CEO’s acquisition of the platform. The suit alleges Musk violated multiple California corporate laws and engaged in stock market manipulation.
The suit claims Musk benefited financially by delaying to disclose his stake in the platform and by ‘temporarily concealing’ his initial plan to become a board member. Musk ultimately declined the offered board seat.
The complaint, which was obtained by CNBC, also states Musk bought Twitter shares while knowing insider information about the company based on private conversations with board members and executives.
Musk revealed his stake in Twitter on April 4 and 10 days later proposed his $44 billion buyout. He has sold a significant chunk of his Tesla shares in an effort to secure funding for the deal.
Since his acquisition bid, both Tesla and Twitter stock prices have been on the decline. In wake of Monday’s letter, Twitter saw more than 4 percent drop, to $38.42 per share, during morning trading.
Tesla stock been trailing downwards since the Twitter board approved Musk’s acquisition bid, which analysts alleged was a reflection of investor concerns about his pending deal. If the buyout pulls through, Musk would be in charge of Tesla, Twitter and SpaceX.
However, Tesla stock jumped 2.98 percent to $725.72 per share on Monday after it was revealed Musk might walk away from his Twitter purchase agreement.
To complete the takeover, Musk originally committed to borrowing $12.5 billion with Tesla stock as collateral to buy Twitter. He also would borrow $13 billion from banks and put up $21 billion in Tesla equity.
Though Musk is the richest man in the world, with an estimated net worth of $246 billion, most of his fortune is tied up in stock.
In April, he sold off a total of $8.5 billion in Tesla shares in order to fund his cash commitment for the deal. After the sale Musk still owned about 16 percent of Tesla, a stake worth about $119 billion at current prices.
In May, he strengthened the equity stake in his offer for Twitter with commitments of more than $7 billion from a diverse group of investors including Silicon Valley heavy hitters like Oracle co-founder Larry Ellison.
Money from the investors cuts the amount borrowed against the value of Tesla stock to $6.25 billion.
While Musk has been seemingly busy securing his Twitter deal, he has also been cozying up with his new girlfriend, Australian actress Natasha Bassett, 27.
Last week the pair were seen enjoying a meal at the Cheval Blanc hotel in Saint-Tropez, France, where rooms cost upwards of $1,300-a-night.
They sipped on rose, ate French fries, and chatted animatedly while waiters fluttered by. The pair then strolled hand-in-hand out of the expensive eatery past other sun-seekers on the beach.
The billionaire also confirmed last month that he will switch political allegiances and vote for the Republican party in the next election, after casting his ballot ‘overwhelmingly’ for the Democrat party in the past.
The entrepreneur, who was born in South African and holds US citizenship, is registered as an independent voter and describes himself as a moderate.
However, in recent years – and particularly while publicly discussing his Twitter takeover – Musk has demonstrated he is leaning more towards the political right.
He is also in an apparent feud with President Joe Biden who on Friday dismissed Musk’s recent statement that he had a ‘super bad feeling’ about the U.S. economy.
When probed about the billionaire’s remark during a press conference, Biden scoffed: ‘Lots of luck on his trip to the moon.’
Biden then argued he saw encouraging signs for the U.S. economy.
‘Well let me tell you, while Elon is talking about that Ford is increasing their investment overwhelmingly,’ Biden stated. ‘I think Ford is increasing in building new electric vehicles, 6,000 new employees – union employees, I might add, in the Midwest.’
‘The former Chrysler Corporation, Stellantis, they are also making similar investments in electric vehicles,’ Biden continued. ‘Intel was adding 20,000 new jobs for making computer chips.’
Musk tweeted moments later, ‘Thanks Mr President!’ and shared a NASA press release announcing SpaceX had won the contract to take American astronauts back to the moon.
Musk and Biden’s feud started more than a year ago after Biden backed auto unions and unionization as a whole, DealBook reported.
The President also issued support for a bill that benefits unionized electric-car makers ‘at the expense of those that are not,’ such as Tesla.
Biden also routinely touts the hiring efforts of Ford, but has failed to point out that Tesla hired 50,000 workers globally over the last two years.
Analysts argue that overall Musk and Biden share similar policy objectives, especially in regard to technological innovation and green energy. Some allege without the support of ‘powerful’ and ‘unpredictable’ Musk, Biden may struggle with furthering his agenda policy for the highly-battled topics.
Source: Daily Mail
