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Notice of termination of Twitter merger agreement

sec.gov

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Re: Notice of termination of Twitter merger agreement

#11

Post by zimpenfish »

that_guy_iain wrote: post #7
minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.

> They’re saying they’re lying about the numbers. Which would be fraud.

But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...

Re: Notice of termination of Twitter merger agreement

#13

Post by bryananderson »

minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is nearly impossible (he’d have to convince a Delaware judge that the company is worth at least 40% less than stated because of this, and in practice it seems these suits almost never succeed).

[0] https://twitter.com/matt_levine/status/1545151445057536001

Re: Notice of termination of Twitter merger agreement

#14

Post by rahimnathwani »

jcranmer wrote: post #9
tazjin wrote: post #5

Earlier quoted context omitted.

They write > Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before fin…

First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

Section 6.4

Re: Notice of termination of Twitter merger agreement

#15

Post by andrewclunn »

So then it looks like the "right wing" / anti-establishment tech pantheon is then set:

Rumble, Brave, Truth Social, Subscribe Star

Locals and Bitchute gave it a shot (and aren't dead yet). And an Elon owned Twitter might have been interesting, but at this point that's who the players are.

Re: Notice of termination of Twitter merger agreement

#16

Post by timmytokyo »

that_guy_iain wrote: post #7
minimaxir wrote: post #3

Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.

They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.

They'd have to prove it in court. Good luck with that.

Re: Notice of termination of Twitter merger agreement

#17

Post by timsneath »

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him.

He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's unclear to me what he initially thought he was getting out of this. In the original news, he said, "Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it." Either he was breathlessly arrogant or astonishingly careless in the first instance. And I say this as someone who has huge respect for his accomplishments in other industries.

Re: Notice of termination of Twitter merger agreement

#20

Post by streetcat1 »

zimpenfish wrote: post #8
pclmulqdq wrote: post #4

I'm ready for the fireworks. Odds are he will be forced to go through with it, but he will negotiate a lower price. Edit: This is over the mDAU thing still? It's been explained to him very slowly that all the bots that post tweets all day are often not seeing ads, right? That the "monetizable" is a key part of that phrase?

> but he will negotiate a lower price How? As best I understand things, he has zero wiggle room - he either buys Twitter for the agreed price or he stumps up the $1B termination fee. And if Twitter's board did go mad and decide to negotiate a lower price, their shareholders would almost certainly block it and/or sue the board, no?

I do not think that he can pay the termination fee. I.e. the termination fee itself has rules. Otherwise, he would have payed it (the fee is equal to the daily move of his TESLA shares).
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