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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#471

Post by Natsu »

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…

Well, Twitter (and stocks in general) sorta crashed right after the offer, too, so there's a real question whether that prior valuation makes any sense any longer.

Re: Notice of termination of Twitter merger agreement

#472

Post by LAC-Tech »

Probably for the best.

The only way I was going back to twitter was if Musk took over, took decisive action, and it stopped being a left wing echo-chamber.

But wasting more of my life on social media is not a net positive.

So overall I'm glad, I can continue to ignore twitter exists except when people occasionally link a tweet (which half the time I regret clicking anyway).

Re: Notice of termination of Twitter merger agreement

#473

Post by pasttense01 »

TheCoelacanth wrote: post #86
wollsmoth wrote: post #68

Earlier quoted context omitted.

Can twitter agree to release him from the agreement? For a fee? I know he has a $1B penalty but I didn't think that covered this current situation. Perhaps Twitter would be willing to forget the whole thing for $1.5B

Yes, but they could potentially get sued by their own shareholders if they let him off too easily.

And note Musk did a great deal of damage to the company. On hearing that he wanted to change the character of the company; that he was going to lay off a huge number of people; that he was going to make existing employees work much harder... many of the best and brightest left.

Re: Notice of termination of Twitter merger agreement

#474

Post by politician »

at-fates-hands wrote: post #271
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.

His legal team maintains Twitter is in material breach of multiple provisions of the Agreement and appears to have made false and misleading representations. https://www.sec.gov/Archives/edgar/data/1418091/000110465922...

The downvotes on this comment are the clearest evidence that people will downvote verifiable facts presented neutrally if they don’t like the facts, the people or companies involved in the fact.

The karma hit at-fates-hands takes because people are irrational is collateral damage.

Have an upvote.

Re: Notice of termination of Twitter merger agreement

#475

Post by BigBubbleButt »

IncRnd wrote: post #467
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…

Actually, these sorts of things are expected in merger agreements, baked into almost all of them. It isn't unusual, when the seller doesn't provide the required data for the purchaser's due diligence that the agreement will terminate. Who in their right mind would spend billions of dollars without being allowed to "look at the books" regarding the spam account ratio?

Elon Musk explicitly waived his right to due diligence. You're right about these things being expected, but Elon can't be hampered by such standard conventions.

Re: Notice of termination of Twitter merger agreement

#476

Post by spikels »

chernevik wrote: post #356
meragrin_ wrote: post #322

Earlier quoted context omitted.

> Musk is saying, you haven't demonstrated your numbers are accurate. It has nothing to do with accuracy. Twitter is supposedly not providing the data: 'While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its con…

I will be very surprised that Twitter's position was less than "you can have anything you want", precisely to avoid any complaint of non-cooperation. I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate". I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to all…

Twitter is demanding "specific performance" (i.e. complete the transaction) which is unrealistic given those financing provisions. No court can force all the other parties to close. No financing, no transaction.

Re: Notice of termination of Twitter merger agreement

#477

Post by toast0 »

frollo wrote: post #410
Animats wrote: post #255

Tesla needs to focus. Two major assembly plants are down for line rework because the line runs too slowly. The battery factories are behind schedule. Solar roof installations are way under goal, despite high energy prices. "Self driving" is a flop. And whatever happened to the Cybertruck? Tesla is a car company. They need to focus on making cars. They're past the startup stage. To grow into that bloated market cap, t…

> Tesla is a car company. Tesla is a very complex financial operation which, sometimes, sells some cars. From Musk's point of view it's working exactly as planned.

>> Tesla is a car company.

> Tesla is a very complex financial operation which, sometimes, sells some cars.

That's not that unique, my understanding is most of the major car companies are primarily in the business of auto financing, but they make cars to give people something to finance.

Re: Notice of termination of Twitter merger agreement

#478

Post by dragonwriter »

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…

> 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?

Uh, yes?

The shareholders, and the board as their agents, care about the company as a means to an end: and that end is making money. They’ve already concluded the sale achieves that goal.

If Musk wants to burn the company to the ground after they cash out, they don't care.

Heck, some of them may invest in competitors after the sale banking on that to make even more money.

Re: Notice of termination of Twitter merger agreement

#479

Post by loeg »

Inu wrote: post #180
paxys wrote: post #39

This was obvious from the moment he brought up the fake accounts problem. The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake. It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few mont…

>Nothing Musk has done in the last few months has been in good faith. Isn't this itself arguing in bad faith? It's fundamentally speculative to make claims about his intentions.

No; Musk has demonstrated with his actions that he is a liar and his word means little. You could look at his “taking Tesla private at $420; funding secured” tweet, or his late SEC filing for his large ownership stake in Twitter where he claimed to be a passive investor days before making this offer, or any number of prior examples. If you assume good faith from Musk at this point, you are a fool.

Re: Notice of termination of Twitter merger agreement

#480

Post by tzs »

h2odragon wrote: post #148
petilon wrote: post #53

This is good for Twitter, and good for the world. Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. My guess is Musk never intended to buy Twitter. He needed an excuse for dumping billions of dollars' worth of TSLA at its peak (while at the same time faulting Bill Gates for shorting TSLA), and his…

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. Twitter is of course currently known as a source of Truth and Harmony. "anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. If you want unwritten laws dreamt up by anonymous elites and enforced for ra…

Have you spent much time on "anything not illegal is allowed" forums?

Try to talk about popular movies are TV shows and you get things like this on such sites [1]. Want to discuss an episode of PBS Space Time such as this one [2]. Don't be surprised if this is the discussion you get [3].

What almost always happens on such forums is that the people there who aren't racists, sexists, antisemites, inane conspiracy theorists etc., leave, and the forum ends up being largely just such people.

[1] https://web.archive.org/web/20201225021055/https://voat.co/v...

[2] https://www.youtube.com/watch?v=RlXdsyctD50

[3] https://web.archive.org/web/20201223123156/https://voat.co/v...

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