Hacker News Board Hacker News, browsed like a classic message board
Live data from Hacker News

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

cnbc.com

Post reply on HN
Print view View original

221–230 of 1001 posts

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

#221

Post by johannes1234321 »

015a wrote: post #205
Cookingboy wrote: post #148

Earlier quoted context omitted.

>Woke means broke I guess. That sentence alone means you weren't even discussing this in good faith. It's very well possible that the Twitter board believes that they can achieve higher value for the shareholders than what Elon offered. It's also very well possible that after talking to Elon through private conversations that you were not part of, they fundamentally disagree with his value and the direction he wants…

All of this is possible, but the reality is: Twitter is a 16 year old company that has changed imperceptibly since its inception. Elon has several polls over the past month, voted on by literally over 3M people, vehemently disagreeing with some of the policies Twitter holds dear. Their revenue is flat and down. They literally had a chokehold on global politics during the Trump era, and did nothing with it toward buil…

> Elon has several polls over the past month, voted on by literally over 3M people,

Oh sh*t i don't follow him and didn't care about those votes ... should I write a bot to make my voice heard? Is that how it goes? (Or in other words: such a vote has no statistical significance aside from pleasing Musk's ego or whatever is driving him and his need for attention)

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

#222

Post by Majromax »

nickysielicki wrote: post #29

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…

> You’re categorically changing the profile of the stock.

Mechanically, it's not much different than an issue of new shares. From Twitter's announcement:

>> each right will entitle its holder [...] to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right.

There's no obvious breach of fiduciary duty through this plan. Existing (non-Musk) investors get new shares, but Twitter also raises capital at the current market price.

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

#223

Post by friesfreeze »

hedora wrote: post #161
nickysielicki wrote: post #29

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…

Wait, if some ETF accidentally exceeds 15%, then what? First of all, that'll screw over a bunch of small investors, right? Second, could Elon swoop in at that point? Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

Poison pills often have exemptions for passive investors such as ETFs.

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

#224

Post by dev_tty01 »

hajile wrote: post #137
philistine wrote: post #77

Earlier quoted context omitted.

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.

Once Elon owns the company, HE is the one taking the risk on the loan -- NOT the board of directors.

Hmm, not sure I understand what you are saying here. If Elon gets a loan using his Tesla stock as a guarantee, the risk is solely his. If he puts together a consortium to do the purchase, then that group is taking the risk. It doesn't matter though, given the Twitter bylaws, if the Board doesn't want it to happen it won't happen.

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

#225

Post by s1artibartfast »

not2b wrote: post #184

Even before the poison pill was adopted, the evidence is the market wasn't taking Musk's offer seriously. That's because he was offering $54.20 per share (ha ha, 420), but the stock price never closed higher than $48.36. So almost $6/share was left on the table. Part of it is that Musk doesn't have $43B in cash, he'd have to raise it or borrow it. He's worth more than that but it isn't liquid; as an officer of Tesla…

>So almost $6/share was left on the table.

This is only true if the there is no uncertainty.

If you think the value without the takeover is $30, and it is trading at 48, and buyout is $54, that means the market thinks it 75% likely.

downside -$18, upside +$6 = 75% likely

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

#226

Post by rosndo »

hedora wrote: post #161
nickysielicki wrote: post #29

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…

Wait, if some ETF accidentally exceeds 15%, then what? First of all, that'll screw over a bunch of small investors, right? Second, could Elon swoop in at that point? Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

An ETF isn’t going to “accidentally” exceed 15% ownership of Twitter.

Seriously, do you think funds playing with the kind of money to buy 15% of twitter often make careless purchases?

>Edit: Also, if Elon is reading this, I'll happily buy 14.9% of twitter, and vote as part of your block. Just pay me enough to cover the sale and taxes, plus 1%.

Such an arrangement would make Elon the beneficial owner of your shares.

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

#227

Post by [deleted] »

medler wrote: post #194
recuter wrote: post #162

Earlier quoted context omitted.

> That sentence alone means you weren't even discussing this in good faith. Is that what good faith means now? Being religiously part of Camp A or B? The balance sheet speaks for itself. Incidentally Parler or his potential Twitter clone will also end up a toxic internet community. Who cares? I personally wouldn't use either one. Certainly with Twitter already doing a great job losing money and alienating most people…

The topic of discussion is corporate governance and finance, and you immediately pivoted to some irrelevant culture war BS.

[deleted]

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

#228

Post by mdasen »

dnissley wrote: post #157
axg11 wrote: post #129

Earlier quoted context omitted.

The pushback is simple: Twitter stock price was higher than Musk’s offer for most of 2021. We are in a downturn affecting the entire tech industry, and it’s likely that prices will return to previous levels at some point. Elon’s offer is a lowball and Twitter can bring more value to shareholders with or without Elon.

Counterpoint: it's not a downturn, just a return to reality. Tech stock valuations were sky high in late 2020 / early 2021, and even considering recent drops most are still above their pre-pandemic levels.

Totally possible, but the original question was "Is there a NON-culture/political reason for all the push back" and "Twitter stock price was higher than Musk’s offer for most of 2021" is definitely a non-cultural/political reason to push back on the offer.

Again, you might be right that Twitter's price was over-inflated in 2021, but "it was worth more" is certainly a non-cultural/political reason to push back on the offer - even if they're wrong about Twitter's long-term value.

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

#229

Post by cinntaile »

015a wrote: post #205
Cookingboy wrote: post #148

Earlier quoted context omitted.

>Woke means broke I guess. That sentence alone means you weren't even discussing this in good faith. It's very well possible that the Twitter board believes that they can achieve higher value for the shareholders than what Elon offered. It's also very well possible that after talking to Elon through private conversations that you were not part of, they fundamentally disagree with his value and the direction he wants…

All of this is possible, but the reality is: Twitter is a 16 year old company that has changed imperceptibly since its inception. Elon has several polls over the past month, voted on by literally over 3M people, vehemently disagreeing with some of the policies Twitter holds dear. Their revenue is flat and down. They literally had a chokehold on global politics during the Trump era, and did nothing with it toward buil…

> Their revenue is flat and down.

This makes me wary of your post. You could have easily fact checked this and you would have seen that this is incorrect. It's up 37% compared to the year before that. [0] I checked the last 3 years and the growth has been positive during all 3 years. [1]

[0] https://www.prnewswire.com/news-releases/twitter-announces-f... [1] https://www.macrotrends.net/stocks/charts/TWTR/twitter/reven...

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

#230

Post by cryptonector »

nickysielicki wrote: post #16
s17n wrote: 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.

The board of a public company cannot reasonably claim that they’re worth twice(!) what the market currently values their company at simply because they feel it’s true. Unless they have advertising contracts and growth metrics in the pipeline that represent a reasonable doubling of revenue and value, they’re acting legally irresponsibly. Justifying this is difficult. This is objectively a good offer.

Corporate governance needs a revamp. Executives have too much power relative to shareholders.
Post reply on HN