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Twitter board adopts poison pill after Musk’s $43B bid to buy company

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Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#81
post #69

Earlier quoted context omitted.

Given that it’s at a share price premium for 90%+ of the lifetime of the stock since IPO, yes. Most shares were bought below the price Musk is asking.

If North Korea offered $60 billion to buy Twitter would Twitter be forced to sell? Not comparing Musk to NK, but money isn't the only consideration when an offer to sell comes in.

No, but only because you chose North Korea.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#82
How are poison pills legal? If the board can make arbitrary rules can’t they just zero out Musks or anyone else’s shares right now?

Or say “Anyone with the last name of Musk now owns type D share with 1/100th ownership value”.

Poison pills seems pretty close to doing just that.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#83

I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand? You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right? Vanguard, for example, has just had its range of further investment lim…

Elon's offer is at the same time an hostile offer, and conditional on obtaining financing from banks. This is never heard of in the history of hostile acquisitions, and is a BIG risk for the board to entertain any attempt by anyone to buy Twitter before they know what their loan percentages are.

It would be simple for them to say 'this is not a serious offer' no matter the premium that is a good faith way of rejecting it.

I could offer them $150 a share tomorrow, contingent on financing and would get laughed out of the room.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#85
post #69

Earlier quoted context omitted.

Given that it’s at a share price premium for 90%+ of the lifetime of the stock since IPO, yes. Most shares were bought below the price Musk is asking.

If North Korea offered $60 billion to buy Twitter would Twitter be forced to sell? Not comparing Musk to NK, but money isn't the only consideration when an offer to sell comes in.

Indeed, what happens when Elon starts his own platform instead and uses some of the ~$40 billion he'd otherwise buy Twitter with instead on paying top users of Twitter to exclusively use his platform instead?

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#86

Earlier quoted context omitted.

The idea that the board's fiduciary means they must maximize profits at the expense of all else is a bit of a myth. Yes, they need to look out for their shareholders but they also need to do right by the company, and companies can be formed for any legal purpose and everyone (the company and the shareholders) values things differently. It's generally been upheld that the board has a lot of autonomy and, outside of gr…

> Yes, they need to look out for their shareholders but they also need to do right by the company, and companies can be formed for any legal purpose and everyone (the company and the shareholders) values things differently The board has a lot of leeway into how they achieve profit for the shareholders, but all decisions they make must be nominally in the interest of that goal (assuming we're discussing a for-profit c…

You gave a very clear example of a breach. To add to your point, Elon's offer is both conditional on financing and too low, so we will implement a poison pill would never be seen as a breach.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#87
post #12

Earlier quoted context omitted.

That's how the game is played. If you want to take over a company without the consent of its executives, it's going to be a fight and you're probably going to lose.

If Musk fails, are there likely to be any lasting effects to Twitter or more generally to the market?

Him liquidating his position could crash the stock.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#88

I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand? You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right? Vanguard, for example, has just had its range of further investment lim…

I'm pretty sure a majority of shares of Twitter care about making the most money ahead of everything else.

But just offering a 50% premium might not be enough. They'll need to pay taxes on the realized gains and they'll need to find other places to put their money.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#89
post #69

Earlier quoted context omitted.

Given that it’s at a share price premium for 90%+ of the lifetime of the stock since IPO, yes. Most shares were bought below the price Musk is asking.

If North Korea offered $60 billion to buy Twitter would Twitter be forced to sell? Not comparing Musk to NK, but money isn't the only consideration when an offer to sell comes in.

North Korea is under heavy sanctions and is thus a poor choice.

But if France put a bid on twitter, they would be forced to entertain the offer.

Re: Twitter board adopts poison pill after Musk’s $43B bid to buy company

#90

I don’t understand how any board can implement a “poison pill”, not just Twitter but Netflix and others, and not be found working against the interest of shareholders. Can anyone help me understand? You’re categorically changing the profile of the stock. This has a chilling effect on large investors, including but not limited just to Musk, right? Vanguard, for example, has just had its range of further investment lim…

> and not be found working against the interest of shareholders. It depends on what the interests of the shareholders actually is. Monetary only, or are there other considerations they care about? I assume the boards of such companies have had private discussions with the majority shareholders to find out exactly what their priorities are, and then acted accordingly.

>It depends on what the interests of the shareholders actually is. Monetary only, or are there other considerations they care about?

Is a board allowed to consider anything but?

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