Notice of termination of Twitter merger agreement • Hacker News Board

Re: Notice of termination of Twitter merger agreement

#421

Post by TheCoelacanth » Fri, Jul 08, 2022, 11:56 PM UTC

iLoveOncall wrote: post #408

DelaneyM wrote: post #45

For anyone thinking he can pay the 1B$ termination fee and walk away, it's not that simple. The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process. At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in…

> the difference between the fair current market value (~20B$?) and the purchase price (~44B$) Why would the current market price have anything to do here? Twitter want him to be forced to buy for $44B, not a penny less.

The original purchase price minus the current market value is how much they lose if he backs out of the deal, so that's the ballpark of what they would want to get paid to let him not buy Twitter.

Re: Notice of termination of Twitter merger agreement

#422

Post by redeeman » Fri, Jul 08, 2022, 11:56 PM UTC

georgeecollins wrote: post #310

chernevik wrote: post #264

The filed letter ( https://www.sec.gov/Archives/edgar/data/1418091/000110465922... ) isn't the knockdown argument I would be expecting. Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their par…

Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request and helpful for him in financial planning. If the documents Twitter has on hand are flawed or not comprehensive, that doesn't give a pretext to leave the deal. I am sure his lawyers know this and it will all be negotiated.

waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.

Re: Notice of termination of Twitter merger agreement

#423

Post by TheCoelacanth » Fri, Jul 08, 2022, 11:57 PM UTC

beeboop wrote: post #376

DelaneyM wrote: post #45

For anyone thinking he can pay the 1B$ termination fee and walk away, it's not that simple. The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process. At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in…

When has there ever been a lawsuit of this sort that was anywhere near $15 billion? What do you base these numbers on?

When has a billionaire ever signed a contract for a $44 billion deal this recklessly?

Re: Notice of termination of Twitter merger agreement

#424

Post by lovich » Fri, Jul 08, 2022, 11:58 PM UTC

cormacrelf wrote: post #78

redact207 wrote: post #42

Earlier quoted context omitted.

My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.

You can’t bribe the judges in Delaware. They can force him to go through with the deal at the agreed price, now at a significant premium on market value, and it’s reasonably likely they will. This was not a genius move.

I think the past few years of watching the rule of law degrade in both the public and private world in the US means we shouldn’t take any possibly off the table that relies on the system working correctly

Re: Notice of termination of Twitter merger agreement

#425

Post by Mvandenbergh » Fri, Jul 08, 2022, 11:59 PM UTC

atlasunshrugged wrote: post #60

timsneath wrote: post #17

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 uncl…

There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376

AKA the Lou Pai option, which is an extremely funny (and almost certainly untrue) theory that Pai deliberately got caught by his wife with a stripper so that he would be "forced" to liquidate his Enron stock which he allegedly already knew would soon be worthless without having to explain the timing of that to a court later.

Re: Notice of termination of Twitter merger agreement

#426

Post by redeeman » Sat, Jul 09, 2022, 12:02 AM UTC

paxys wrote: post #149

cormacrelf wrote: post #103

Earlier quoted context omitted.

It’s because they want him to pay the agreed price. It is an extremely good deal for the shareholders now, so they are behaving perfectly rationally. And they can possibly force him to.

Yes but it was clear (to all outside observers, not the board apparently) that Musk never intended to pay the agreed price. He was just collecting enough material from them to justify his breach, and fake users was a smokescreen. Their response to any questions/statements about fake users should have been the equivalent of "you signed the agreement, now stick to it" not "let's work together and resolve your issues".

are you saying it is 100% impossible that there really is way more than 5% of daily active users being bots? unless you have some information here, it seems like a fairly big claim to make? if elon musk thinks 20% is bots, that is a very different thing than <=5%, would you not agree?

Re: Notice of termination of Twitter merger agreement

#427

Post by bink » Sat, Jul 09, 2022, 12:09 AM UTC

chernevik wrote: post #370

timsneath wrote: post #17

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 uncl…

It seems like his lawyers aren't very good, and maybe neither his bankers.

It's hard to be a good lawyer when your client lies to you.

Re: Notice of termination of Twitter merger agreement

#428

Post by frollo » Sat, Jul 09, 2022, 12:11 AM UTC

bogomipz wrote: post #263

gkoberger wrote: post #41

This was always going to be how it ended. Elon got what he wanted. Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...". And he gets the credit he wants without having to actually do anything. Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer. So they called his bluff. They would have e…

>'Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...".' Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though? >"Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer." What happens to their stock price after this though if this deal doesn't happen? H…

> Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though?

Look at this thread, you'll find enough of his fan calling this a victory because it will expose how corrupt Twitter is or whatever. Reason, common sense and the frigging obvious don't have a grip in their minds.

Re: Notice of termination of Twitter merger agreement

#429

Post by vitaflo » Sat, Jul 09, 2022, 12:14 AM UTC

kelnos wrote: post #291

avalys wrote: post #197

Earlier quoted context omitted.

The deal includes a "specific performance" clause, which allows Twitter to force Musk to carry out the deal. He can't simply pay $1 billion and walk away, he's in for a very messy legal fight. This pretext about bots is incredibly weak and he's in no way guaranteed to win. If this really were part of some grand master plan, I think he would have left himself an easier out.

It also depends on what the Twitter board and shareholders want. Will they want to get bought out and owned by someone who clearly doesn't want to own the company, and may run it into the ground out of spite? Certainly some shareholders will just want to take the money and run (the agreed-upon buyout price is quite a premium over the current stock price), but others will be more interested in protecting the future of…

The board already willfully agreed to sell him the company and the deal is even better now than at the time they made it. Why would they also want to drop the deal?

The notion that the board is all of a sudden worried about what Musk might do with Twitter is about as silly as Musk thinking he can weasel his way out of a binding contract he already signed.

Re: Notice of termination of Twitter merger agreement

#430

Post by whimsicalism » Sat, Jul 09, 2022, 12:20 AM UTC

DoneWithAllThat wrote: post #138

adrr wrote: post #43

Twitter is going to be the downfall of Elon. I don’t understand is fascination with it. It’s a big distraction and he alienates a certain percentage of his customers for Tesla.

How exactly would it result in his downfall? Do you think the terminally online even buy Teslas, or use Starlink, or, you know, shoot rockets into space?

> Do you think the terminally online even buy Teslas,

Absolutely yes