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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

#411

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Read some Matt Levine, he's way more articulate and makes finance quite fun. But if I were to take a stab at it: The market has been so weird recently that stock splits - which according to previous theoretical belief do not create shareholder value - have in fact increased the share price for extended periods. So issuing stock for whatever reason (high price, poison pill) could be seen as shareholder maximizing. One…

There is no reason to think that issuing more shares would have the same effect as stock splitting because they are very different things.

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

#412

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Not really, as a counter argument, there is every reason to believe that Musk will make a mockery of twitter and run it into the ground. A social media platform with a lot of responsibility is not for someone as egotistical as Musk. If Zuckerberg is bad, Musk could be catastrophic.

elon is very popular. how would he run it into the ground

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

#413
post #397

Earlier quoted context omitted.

I think the most famous counter-example would be Netflix in 2012 https://www.bbc.co.uk/news/business-20214401

Icahn was claiming that Netflix was undervalued. To be fair, he was also angling for an acquisition. But a bid like that usually has a half-life; the market trends to a good price — and indeed, Netflix doubled in value by mid-2013. Elon is arguing that Twitter is mismanaged. He already probably pushed them on the edit button, even though they claimed he didn't. If he's right — and Goldman Sachs seems to agree — he co…

> Elon is arguing that Twitter is mismanaged.

Anyone who thinks this is manifestly true should read this take from an ex-CEO of Reddit:

https://twitter.com/yishan/status/1514938507407421440

tl;dr: managing human interaction in any environment with limited accountability is a lot harder than it looks

Also, there's the question of by what metrics one would argue it's mismanaged. Revenue and engagement trends? Profitability trends?

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

#414

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

90% of Twitter stock is held by institutional investors. Feel free to sell your shares. No one will notice.

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

#415

I don't really understand how this "poison pill" is legal. Imagine that you own a stock that can be sold at free market at $10/share. Then the board decides that whoever buys those shares will have to resell them to board members at $1. This means that now the price of those shares drops to $1 and you have lost $9 per share. How this can be legal?

Same. If I own 10% of a company, how can the board just decide through some mechanism that I now really own like 8% ?

Yes, but that mechanism - issuing and selling new shares - brings in additional external money to the company so that afterwards you own 8% of a bigger pie.

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

#416

Earlier quoted context omitted.

you want to cash out with a 20% bump and be out of the stock during a huge tech equity downturn when the stock was over 60% higher last year?

Rookie mistake: the fact that a stock was once higher is no indication whatsoever that is "worth" that much. That was then, now is now.

It has meaning primarily insofar as other people think that it might have meaning.

Technical Analysis is madness, but there is method to it.

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

#417

Earlier quoted context omitted.

from my understanding they've been going downhill for quite some time.

"I don't like it" != financial distress. From Twitter's 2021 10K: "FY 2021 Highlights Total revenue was $5.08 billion, an increase of 37%, compared to 2020." 2021 net losses were $221M, which is a big improvement on $1.135B in 2020. Honestly seems like things are really shaping up @ Twitter.

[deleted]

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

#418
Musk wins if he buys the company.

And he wins if he doesn't because his offer is bringing a lot of unwanted attention to the people who control Twitter.

And it exposes people who are anti-free speach. A position that is now politically acceptable but will collapse under scrutiny and attention.

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

#419

Every company I know of that did a poison pill to prevent a takeover wound up tanking within a year or two and the shareholders wound up with sand. As a Twitter shareholder myself, the board is making a big mistake. As a legal matter, I don't understand how a board could sell shares to other shareholders at a lower price than to the entity wanting to buy shares to gain control.

Not really, as a counter argument, there is every reason to believe that Musk will make a mockery of twitter and run it into the ground. A social media platform with a lot of responsibility is not for someone as egotistical as Musk. If Zuckerberg is bad, Musk could be catastrophic.

"Mockery" i.e. not censor people who say things you don't like.

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

#420
post #83

Earlier quoted context omitted.

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.

You're not the richest man in the world. It works different if you happen to be though.

Of course it does, but we also have no idea what happened behind the scenes and the board does. He turned down joining the board last week basically because he could act like a troll if he did (I’m being facetious). Calling musk the richest man in the world is also kind of silly because he’s not offering to stock swap for Tesla shares…he has a lot of theoretical wealth, which as with many factors would play in the boards decision about whether this is serious.

My point is that the number on the offer is not an objective and singular measure of whether this is a good deal for Twitter. Who is making the offer clearly matters as well to how serious it is.

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