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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#591

Post by 0xy »

Forlien wrote: post #544
dqpb wrote: post #506

Earlier quoted context omitted.

> illegally acquired stock Illegal how?

Not the OP, but when an investor acquires more than 5% of a stock, they have a limited time to disclose it. Elon disclosed his Twitter stock acquisition too late (20 days after instead of 10) and using the wrong form (Schedule 13G instead of Schedule 13D), painting him as a passive investor rather than an activist. https://www.bloomberg.com/opinion/articles/2022-04-06/elon-m... talks about it.

Isn't it pure speculation on your part that he had non-passive intentions at the time he acquired the shares? The barrier to prove intent is high, and speculation doesn't cut it.

It's valid to buy as a passive investor and then turn into an activist or an interested party, even a short time later.

Re: Notice of termination of Twitter merger agreement

#592

Post by danielmarkbruce »

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?

texaco v pennzoil.

Re: Notice of termination of Twitter merger agreement

#593

Post by FireBeyond »

kragen wrote: post #565

A thing I'm confused about here is how Twitter's stock price is still US$35.04 in after-hours trading, amounting to a market cap of US$28.13B. This valuation implies a time-discounted long-term expectation that Twitter will earn about US$1.4 billion per year, if we divide by a nominal P/E ratio of 20 years. Alternatively it represents about a 70% probability that Musk will acquire the company for the agreed-upon US$5…

> So, how are Twitter's remaining investors justifying their US$28 billion bet on Twitter? In this situation I can easily imagine Twitter being worth US$6B or maybe US$10B, but US$28B, the hell?

> TSLA's market cap is US$779.67B

I'd love to see plausible and realistic justifications that Tesla's market cap is worth more than every other car company in existence combined.

Some vague hope that one year, Musk's annual "FSD. This year. For real this time." will come true?

Robotaxis?

It's certainly not their horrific approach to service and quality.

Re: Notice of termination of Twitter merger agreement

#594

Post by Hasu »

gfodor wrote: post #574

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.)

> when the penalty is at most $1B

This isn't correct. People keep saying this, but it's not true. $1B is the penalty if Musk can't get financing. He has financing. He has no escape clause now, and this is a transparent and frankly pathetically weak attempt to get out of the deal. If he gets out at all, it will be at a much higher price than $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

He really doesn't. He signed a binding agreement to purchase Twitter at $54.20/share and none of the excuses he put in this termination notice hold water. The Twitter board has every right and incentive to sue him for specific performance and that's exactly what they're doing. They are in the legal right and have a great chance of winning.

Re: Notice of termination of Twitter merger agreement

#595

Post by selectodude »

TheCoelacanth wrote: post #423
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?

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

There aren’t many people stupider than Tesla investors so he’s almost certainly the dumbest self-made billionaire I can think of.

Re: Notice of termination of Twitter merger agreement

#596

Post by AngryData »

WalterBright wrote: post #482
taurath wrote: post #258

Earlier quoted context omitted.

He is a man who owns and can raise massive amounts of money and promise smart people the ability to build something they want to build. That he gets so much credit for his ventures is a very strange thing to me given how many he has vs how few hours in the day he must have to actually pay any attention to them.

If he isn't deserving of credit, why has nobody else managed to do it?

Most other people don't have access to nearly the same levels of capital that would allow them to fail at multiple millions, now billions, of dollars investments. And of the few that do have that money they are generally fairly risk adverse to losing so much when they can get near guaranteed returns rather than making huge gambling risks. Especially when doubling your millions of dollars would mean basically nothing in terms of quality of life improvements.

Re: Notice of termination of Twitter merger agreement

#597

Post by notyourwork »

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…

> so the best negotiating tactic he has is being a disruptive asshole so TWTR

Been successful at that.

Re: Notice of termination of Twitter merger agreement

#599

Post by aeternum »

tptacek wrote: post #93
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…

This argument is a sleight of hand. Nobody has claimed that Musk waived his right to information from Twitter. What he waived was his right to diligence, which is the right to information along with the discretionary right to terminate the deal based on it . What he waived was the ability to do anything with the information absent an (impossible to obtain) MAE discovery. The obvious legalese thing to do in Musk's buy…

Instead of all this interpretation you're posting, why don't you post the actual language of the deal so people can decide for themselves?

Re: Notice of termination of Twitter merger agreement

#600

Post by Hasu »

0xy wrote: post #580
DelaneyM wrote: post #525

Earlier quoted context omitted.

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.

He won't, because 1) there was nothing in the contract about bot numbers and 2) Twitter probably isn't lying about mDAUs and bots.
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