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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#671

Post by gigatexal »

As soon as Tesla’s stock started falling I knew this wasn’t going to happen. But from everything I’ve read the agreement is iron clad, Elon waived diligence, and he’s on the hook for 45B.

If I were Twitter I’d take my chances in court to sue him for everything I’m owed, the full 45B or something really close to it. At least they’re due the breakup fee. Maybe they can 10x that for breach of contract.

If this does go to court and the outcome is that the agreement is thrown out or something like that it will severely undermine the legally-binding nature of contracts and have all sorts of ramifications.

Re: Notice of termination of Twitter merger agreement

#672

Post by Hasu »

lettergram wrote: post #626
Hasu wrote: post #594

Earlier quoted context omitted.

> 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…

His financiers were the ones requesting validation. At this point it appears they pulled financing as the conditions weren’t met.

Source? As far as I know his financiers committed on the same terms he did and neither he or they have any right to demand proof about Twitter's user information. You say "it appears" which sounds like speculation.

Re: Notice of termination of Twitter merger agreement

#673

Post by Lazare »

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…

> I have little doubt anyone lending that kind of money would require the buyer to independently verify the mDAU.

Nope. Musk's financing is not conditional on that.

Re: Notice of termination of Twitter merger agreement

#674

Post by godmode2019 »

telesoft wrote: post #409
godmode2019 wrote: post #254

I can tell you Twitter took the not question seriously. I have only used twitter once when my company had a notice board you needed to tweet to, over 7 years ago. After musk started talking about bots, I started getting a ungodly amount of twitter emails asking me to sign in and see watt my friends are doing ect. Over 10 a day for the last month or so. My email is literally filled with twitter emails trying to activa…

>My email is literally filled with twitter emails trying to activate my inactive account to temporary inflate their numbers. Big if true

I just went and double checked, 4 emails a day for the last month ( not 10). All the same email suggesting I login.

I have not logged into twitter since 2016, no friends and no followers. Just set up for my company noticeboard.

Re: Notice of termination of Twitter merger agreement

#675

Post by googlryas »

JamesSwift wrote: post #619
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…

> 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…

Stats get increasingly expensive and useless to store, but one would think mDAU would be one tagged for high precision long retention storage.

Re: Notice of termination of Twitter merger agreement

#676

Post by devoutsalsa »

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…

Having to spend $15B as the cost for making an impulsive decision (when you can afford it) is a first world problem.

Re: Notice of termination of Twitter merger agreement

#677

Post by partloyaldemon »

elliekelly wrote: post #318
shuckles wrote: post #298

Earlier quoted context omitted.

Twitter has already said they'll sue for specific performance: https://twitter.com/btaylor/status/1545526087089696768

My heart sank when I read your comment: why on earth would the board sue for specific performance!? But my reading of the statement in the tweet is that they plan to sue for enforcement of the agreement which I believe means paying the agreed-upon penalty for backing out of the deal. I don’t at all read that statement as a plan to seek specific performance.

They are absolutely suing to compel performance at the accepted price.

Re: Notice of termination of Twitter merger agreement

#678

Post by godmode2019 »

jungle2jungle wrote: post #640
godmode2019 wrote: post #254

I can tell you Twitter took the not question seriously. I have only used twitter once when my company had a notice board you needed to tweet to, over 7 years ago. After musk started talking about bots, I started getting a ungodly amount of twitter emails asking me to sign in and see watt my friends are doing ect. Over 10 a day for the last month or so. My email is literally filled with twitter emails trying to activa…

> Everyone knows twitter is majority bots, gpt influence accounts You are writing fan-fiction, not making an argument.

Their was a guy on here a few weeks ago that made 10% of all comments on 4chan using three bot accounts over the span of a month, running gpt-j fine tuned.

You need so remarkably few people/PR agencies to outnumber active humans.

Its such a problem creating a social media account is actually quite hard, often you need a phone number and a separate IP address.

Re: Notice of termination of Twitter merger agreement

#679

Post by rocqua »

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…

"For any reasonable business purpose" is different from 'any information you think is reasonable'. I would presume (guess) that Musk kept asking for more info until he found a point where Twitter stopped responding just so he could argue this clause was broken.

Re: Notice of termination of Twitter merger agreement

#680

Post by mikewarot »

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…

So my hunch that this could lead to him going broke isn't completely off base?

I figure he ends up having to pay $10E+10, and everyone knows it, so he gets short-squeezed in Tesla stock, then margin called on any loans against his stock... then POOF

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