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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#611

Post by evilotto »

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…

Did Elon ever really intend to buy Twitter in the first place, or was he just looking for a way to get inside information about the company without paying for it like twitter's "largest enterprise customers" do? Then he could dig up a reason to abandon the deal, and back out without losing anything, and having gained much valuable information that could be used against Twitter in some other spat.

Re: Notice of termination of Twitter merger agreement

#613

Post by [deleted] »

aeternum wrote: post #599
tptacek wrote: post #93

Earlier quoted context omitted.

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?

[deleted]

Re: Notice of termination of Twitter merger agreement

#614

Post by tsimionescu »

dylan604 wrote: post #48
bryananderson wrote: post #13

Earlier quoted context omitted.

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…

I absolutely love that fact that this tweet happy individual might actually get slapped for just tossing out tweets. Not sure if $1B would make him squirm or not, but even for billionaires, $1B is an expensive twitter rant.

Note that Musk stands to spend $44B, not $1B.

Re: Notice of termination of Twitter merger agreement

#615

Post by stale2002 »

aeternum wrote: post #599
tptacek wrote: post #93

Earlier quoted context omitted.

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?

Why don't you go do it yourself?

Someone else gave their opinion.

If you disagree, then say why.

If you want that evidence, then go get it yourself.

Re: Notice of termination of Twitter merger agreement

#616

Post by duncanawoods »

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?

Big Tobacco settlement - $206 billion

Deepwater settlement - $20 billion

VW Emissions settlement - $14.7 billion

Re: Notice of termination of Twitter merger agreement

#617

Post by tsimionescu »

Covzire wrote: post #10
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.

Musk himself has addressed this, saying that the waiver is null and void if the data supplied to the SEC by Twitter is fraudulent. I can only assume he believes that is the case. >>First, although Twitter has consistently represented in securities filings that “fewer than 5%” of its mDAU are false or spam accounts, based on the information provided by Twitter to date, it appears that Twitter is dramatically understat…

> the waiver is null and void if the data supplied to the SEC by Twitter is fraudulent.

Look at said SEC filing. It is worded in a way that is impossible to prove fraudulent with the kind of data Musk asked for. He could have proof positive that he is the only human account on Twitter and the Twitter SEC filing would likely not be construed as lying - it very explicitly states that it is a judgment call by the Twitter execs, based on some internal methodology, and that the real number could be higher.

The only way you could prove they lied to the SEC would be if you found emails that say something along the lines of "to the best of our knowledge, 20% of mDAUs are actually bots/spammers, but let's say 5% in our SEC filing".

Re: Notice of termination of Twitter merger agreement

#619

Post by JamesSwift »

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…

> Twitter is supposedly not providing the data

Not really. Reading the letter it sounds more like Musk has started to make more specific requests, likely in the hopes of them not being able to service them. For example, he claims in the letter that he requested daily mDAU numbers for the previous 8 quarters (i.e. 2 years) and they only gave him rolled-up numbers.

I find it completely believable that they may not have a daily breakdown for 8 quarters, and so they can't provide the information requested.

Re: Notice of termination of Twitter merger agreement

#620

Post by admax88qqq »

spikels wrote: post #476
chernevik wrote: post #356

Earlier quoted context omitted.

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.

I think Twitter is working their way towards suing for damages.

Sure you probably can't force the transaction to complete but you can sue for it and when the other parry demonstartes that they're not willing to complete a transaction they committed then you start suing for damages.

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