Notice of termination of Twitter merger agreement • Hacker News Board

Re: Notice of termination of Twitter merger agreement

#651

Post by cjbgkagh » Sat, Jul 09, 2022, 5:15 AM UTC

It’s been amusing to see the flip from people saying Musk can’t buy Twitter to Musk must buy Twitter.

Buying Twitter the way Musk did right before the most telegraphed recession in modern history was colossal stupidity. I have no insight to Musks liquidity, but if Twitter is able to force him to complete the sale in the middle of a raging recession then how much of his empire would be diminished by forced liquidations. And was this decision made so he could promote Shivon to CEO of Twitter? That could make it the most expensive (including the cascade of losses due to liquidation) gift to a mistress (?) in human history.

But Musk has a habit of escaping justice (see ‘pedo’ case which was egregious) and I have a feeling there would be little appetite to damage his empire due to the job losses it would cause, especially in a recession.

Re: Notice of termination of Twitter merger agreement

#652

Post by fortran77 » Sat, Jul 09, 2022, 5:16 AM UTC

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…

I agree with your analysis, but I also think the numbers are bogus. Just for fun I tried buying half a million followers from some Russian guy a 7 years ago. While that number declined a bit over the years as Twitter did some trimming, I still have half of them.

(Interesting some of the followers were "real" in that these were people who installed a program that ostensibly would tell them who recently followed or unfollowed them, but the program would also add followers they didn't know about. I saw many comments like "I opened twitter and for some reason I'm following 100 more people! WTF?") ... but about half of the paid followers seemed like bots.

Re: Notice of termination of Twitter merger agreement

#653

Post by rbreaves » Sat, Jul 09, 2022, 5:19 AM UTC

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…

I think many of you guys are missing the forrest from the trees here. He tanked his Tesla shares to do this deal & to no small part due to Bill Gates. I am sure this express more of his nervousness on just how much more expensive this deal was becoming as it was costing him a lot more than the list price due to him not taking into account how his other investors in his other companies would take the news.

He's a smart idiot to put it kindly and a very lucky one at that despite all of his sincere and actual efforts.

Re: Notice of termination of Twitter merger agreement

#654

Post by zrobotics » Sat, Jul 09, 2022, 5:21 AM UTC

dylan604 wrote: post #157

samatman wrote: post #89

Earlier quoted context omitted.

That's not what difference means.

wow. total brain fart caused me to completely skip the word difference

Eh, math when written out instead of expressed numerically is sometimes hard. Props for admitting the brain fart though, as the sister comments show being wrong on the internet isn't always easy.

Re: Notice of termination of Twitter merger agreement

#655

Post by roflyear » Sat, Jul 09, 2022, 5:22 AM UTC

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.

You're basing this on what exactly?

Re: Notice of termination of Twitter merger agreement

#656

Post by femiagbabiaka » Sat, Jul 09, 2022, 5:24 AM UTC

> I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors.

There’s no evidence that he’s a good engineer or a good businessman, save if committing fraud or stealing the accomplishments of others is in the list of things that qualifies one of either. It’s beyond time to start taking his actions present and historical seriously instead of feeding into his cult of ego.

Re: Notice of termination of Twitter merger agreement

#657

Post by colinmhayes » Sat, Jul 09, 2022, 5:24 AM UTC

imwillofficial wrote: post #583

tptacek wrote: post #560

Earlier quoted context omitted.

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…

Quoted post unavailable.

Wrong. He had laid out where the money would come from in the deal, the bank loans have already been secured.

Re: Notice of termination of Twitter merger agreement

#658

Post by roflyear » Sat, Jul 09, 2022, 5:27 AM UTC

lettergram wrote: post #632

mzs wrote: post #163

>The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery. Bret Taylor, Twitter board chair - 4:51 PM Chicago time · Jul 8, 2022 https://twitter.com/btaylor/status/1545526087089696768

The most likely scenario is a settlement at a lower price imo. Musk was never going to pay the original offer because it was / is well known Twitter has a bot problem. He surfaced the issue and is threatening to scuttle deal based on twitters throttling the API. Which is limiting the due diligence ability of Musk’s financiers to appropriately evaluate their investment. Now the negotiations will take place and I suspe…

In what fucking universe do you think they would settle on $10b lol. You guys are crazy.

Re: Notice of termination of Twitter merger agreement

#659

Post by zrobotics » Sat, Jul 09, 2022, 5:27 AM UTC

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?

Perhaps, the actual language of the deal is written in legalese and providing a clear interpretation is valuable? I've certainly been in meetings with lawyers that my company specifically engaged for their ability to provide an interpretation of a contract in clear language. Now, nobody paid the GP to provide that interpretation, but it seems silly to pretend that it's invalid to speculate on the interpretation of a contract when there is an entire profession specialized in the minutia of similar activity.

Re: Notice of termination of Twitter merger agreement

#660

Post by Terry_Roll » Sat, Jul 09, 2022, 5:27 AM UTC

So I load up on some stocks, I have a massive cult following, let it be known I'm going to buy the company, stocks rise, I sell them for a profit then load up on some shorts and cite an impossible to prove reason why I could not go through with the purchase, stocks fall, I profit again.

Perfectly legal process only accessible to the very rich in which to further consolidate their position of being the very rich. Nobody else on this planet could pull this off as they dont have a cult following. Cult's dont have to be religious, unless money is a religion?

Is anyone surprised?