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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#781

Post by sekai »

hef19898 wrote: post #758
devoutsalsa wrote: post #676

Earlier quoted context omitted.

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

Tesla and SpaceX success is depending on the public opinion of Musk. If he ends up paying 15 billion (or whatever the number is) over a botched take over, one that had a negative impact on Tesla shares, this opinion might just change. In which case Teslas future preception as a tech company might be at risk.

> Tesla and SpaceX success is depending on the public opinion of Musk

No it does not, SpaceX results speak for themselves, they have no competition. Same with Tesla, just check their vehicles sold charts.

Re: Notice of termination of Twitter merger agreement

#782

Post by iLoveOncall »

TheCoelacanth wrote: post #421
iLoveOncall wrote: post #408

Earlier quoted context omitted.

> the difference between the fair current market value (~20B$?) and the purchase price (~44B$) Why would the current market price have anything to do here? Twitter want him to be forced to buy for $44B, not a penny less.

The original purchase price minus the current market value is how much they lose if he backs out of the deal, so that's the ballpark of what they would want to get paid to let him not buy Twitter.

That’s not true, they lose more. If it is acquired they sell all their shares instantly without any negative effect on the price of the shares. If they did that not as part of an acquisition, the share price would tank.

Re: Notice of termination of Twitter merger agreement

#783

Post by encryptluks2 »

carom wrote: post #766
giansegato wrote: post #698

Earlier quoted context omitted.

How could they refuse after being compelled by a court ruling? Did they appeal / sue you back? Can't see how they could simply say... "no".

When you have a judgement you can send it to collections, but often people just don't pay these things. It's really hard to collect for even small things like evictions.

You can also get an order to liquidate and literally start taking assets like real estate, bank accounts, etc.

Re: Notice of termination of Twitter merger agreement

#784

Post by encryptluks2 »

cryptica wrote: post #780
partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

Quoted post unavailable.

Not how it works... discovery is limited to the terms of the contract, not whatever mission they want to go on. Censorship isn't illegal. Anti-competitive behavior isn't even part of the allegations.

Re: Notice of termination of Twitter merger agreement

#785

Post by encryptluks2 »

nolok wrote: post #773
ckastner wrote: post #684

It's somewhat hilarious to think that even if Twitter were to settle modestly for $5bn, that would be more than double of all profit that Twitter has ever generated as a company.

In a way, Twitter played Musk's ego to perfection and he didn't see it until its too late. In fact I'm not sure he even admits it to himself yet.

Musk played everyone. I called it as soon as it was announced that he was just manipulating the markets. Hopefully SEC actually does something for once.

Re: Notice of termination of Twitter merger agreement

#786

Post by goto11 »

cryptica wrote: post #780
partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

Quoted post unavailable.

Is censorship via algorithms illegal? Doesn't all social media platforms do that?

Re: Notice of termination of Twitter merger agreement

#787

Post by thelamest »

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.

No it’s not. See e.g. https://twitter.com/matt_levine/status/1545152093501227009, https://twitter.com/MorganRicks1/status/1545404990457536512. In what meaning are you even using the term?

Re: Notice of termination of Twitter merger agreement

#788

Post by cryptica »

encryptluks2 wrote: post #784
cryptica wrote: post #780

Earlier quoted context omitted.

Quoted post unavailable.

Not how it works... discovery is limited to the terms of the contract, not whatever mission they want to go on. Censorship isn't illegal. Anti-competitive behavior isn't even part of the allegations.

No post body was provided.

Re: Notice of termination of Twitter merger agreement

#789

Post by contrast »

prox wrote: post #721
seanhunter wrote: post #628

Earlier quoted context omitted.

I agree with your analysis. This has always seemed a situation driven by ego rather than rational thought and I expect ego will prevail and we will see futile legal + PR trench warfare for a while. However, my understanding of M&A law[1] is it's not enough for him to say that the numbers are missing or even wrong. He has to say that there was a material breach caused by the fact that the numbers were missing or wrong…

So basically it’s like buying a house and finding faults with it that the seller had hidden?

No - the seller has reported the faults for years, and is known to spend vast quantities of money every year dealing with the resulting problems.

It’s like buying a house after famously visiting it every day for several years running, seeing all the faults with your own eyes, telling everyone you were going to fix the faults, and even trying to humiliate the sellers for not having built the house to your standards in the first place.

Edit: typos

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