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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#571

Post by FireBeyond »

thesausageking wrote: post #420
atlasunshrugged wrote: post #60

Earlier quoted context omitted.

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

Note that Josh has been a huge Tesla (and Musk) critic for years, starting as far back as this 2010 tweet: https://twitter.com/wolfejosh/status/19430106783023104 He's called Tesla a "fraud" and that it would collapse many, many times while it's just kept going up and up and up over the last decade. For example: https://twitter.com/wolfejosh/status/1178486986790854658 https://twitter.com/wolfejosh/status/1074055027021…

And?

Is it Josh's fault that the market has listened to Musk when he's said, every year since 2016, that FSD is "coming, this year, for real"?

Re: Notice of termination of Twitter merger agreement

#572

Post by [deleted] »

pclmulqdq wrote: post #465
fisherjeff wrote: post #283

Earlier quoted context omitted.

Sure but then why skip diligence? That would be the ideal time to sell lots of Tesla stock and eventually say “You know what? Nah” without any sticky legal issues.

Most people do not liquidate billions of assets while waiting for due diligence to go through. They wait for diligence, then liquidate the assets.

[deleted]

Re: Notice of termination of Twitter merger agreement

#573

Post by prescriptivist »

tptacek wrote: post #560
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…

Musk already secured financing, and most of the recent financial engineering he was doing was in the service of minimizing his own exposure (ie, the amount of TSLA he'd need to sell to cover his end of the deal). His lenders couldn't "independently verify" the mDAU, because he waived diligence --- he was entitled to information as a contractual technicality, but he was not entitled to condition the deal based on anyt…

No post body was provided.

Re: Notice of termination of Twitter merger agreement

#574

Post by gfodor »

The market crashed to hell and it makes no sense to close on a ~50% markup when the penalty is at most $1B. It seems kind of obvious to me he’s angling to get a nice discount and close, since he has almost all the leverage (the shareholders are going to sue the board if they end up having their stock directly exposed to the radioactive hellscape that is the equities market.)

Re: Notice of termination of Twitter merger agreement

#575

Post by HillRat »

StopHammoTime wrote: post #535
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…

During a merger, discovery is absolutely a right the purchasing side has. The target company should open its books, your assumption about them not disclosing is incorrect.

The problem for Musk is that he filed an offer letter, which is normally what you do after due-dil, and there’s nothing in that offer that gives him a way out without pulling the MAE card, which is a pretty weak reed to rely on (though his most recent filing gamely works as many angles as possible, as you’d expect from Skadden).

The buyout offer was a ridiculous move that feels like it was predicated on hurt feelings over the board debacle, but it’s not the Chancery Court’s job to protect billionaires from themselves, and Musk is generally the sort of manager that the court casts as the bad guy in the little morality plays they make of cases. Doesn’t mean they’ll compel specific performance (I’m skeptical that an equity court is going to see that as the best option, not least because it’s not clear to me Musk would have enough cash to operate the company if the sale went through under current market conditions), but I suspect that, after protracted negotiations and litigation, either the board will accept a modest haircut on the offer (again, due to market conditions), or the court will award liquidated damages ($1bn) plus possibly some additional damages if Twitter wants to argue that Musk violated the confidentiality and nondisparagement provisions of the deal. (If the former, I suspect that we’ll see a bunch of strike suits from aggrieved shareholders land in court anyway, so buckle up for a lot of litigation regardless.)

Re: Notice of termination of Twitter merger agreement

#576

Post by nequo »

madrox wrote: post #241

Everything about this deal strikes me as Elon trying to buy his way out of the fact he illegally acquired stock in a bid for a board seat. At the time, I'm sure he thought it was a clever way out of an immediate problem, and he certainly moved the conversation away from his stock buying shenanigans. I just don't know how he didn't see how the outcome would be...owning Twitter. So many people have gotten very close to…

Good analysis.

> If Elon ends up not closing this deal with Twitter, I suspect that Twitter will go the way of Tumblr...eventually getting bought by a second tier tech company before being mismanaged into irrelevance.

Has Musk demonstrated that he has a viable business plan for Twitter that would help it avoid mismanagement into irrelevance?

Re: Notice of termination of Twitter merger agreement

#577

Post by danielmarkbruce »

meragrin_ wrote: post #322
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…

> 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…

It does have something to do with accuracy, because further down the page the letter explicitly calls out the SEC filings and the 5% number and the fact that it was a rep and that there is an MAE.

The letter is throwing several pieces of shit against the wall and seeing which will stick.

Re: Notice of termination of Twitter merger agreement

#578

Post by MichaelMoser123 »

Musk would have been a political player, as the owner of twitter. That could have gotten him into a fight with the wrong people, and could have hurt his business.

I mean AWS didn't get the big pentagon contract, under the previous US president. Mr. Besos was very upset about this. Now Musk is much more exposed to that kind of thing, as SpaceX is a major Nasa contractor.

There must be some politics here, if you consider the amount of tax money being involved. Now the politics of Mr. Musk doesn't quite align with that of the president, and we saw some spats between them in the past. I would argue that this would have a potential for escalation and would have much more weight than the bot issue on twitter.

'Biden wishes Elon Musk "lots of luck" on moon trip' - could be read as a kind of veiled threat. https://www.youtube.com/watch?v=igSyBMYus5A

MSNBC says that Musk and Biden are in a kind of fight now https://www.youtube.com/watch?v=Fgj2jfmPfRE

Re: Notice of termination of Twitter merger agreement

#580

Post by 0xy »

DelaneyM wrote: post #525
beeboop wrote: post #376

Earlier quoted context omitted.

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

As in my post, assuming this reaches a "negotiated" settlement there are going to be two important values: the original purchase price (OPP), and the fair market value (FMV). If Twitter "wins", they get Elon to pay the full market value. Now, they don't actually want Elon to be involved, so if Elon pays the difference between FMV and OPP (~$24B) that's essentially the same as buying then divesting with fewer steps. I…

If Elon wins his claim that they breached contract, he will be able to go after them for damages. It's pretty clear Twitter was lying and fudging fake user numbers, the question is how much and whether that was a breach of contract.
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