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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#831

Post by afrcnc »

stingraycharles wrote: post #707
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".

The judge ruled that the payment had to be made immediately; they could sue back, but they would have to pay first. In their words, it was a “BS ruling”, and they simply didn’t pay. I’ll tell you that I didn’t know you could just say “no”, but they did. My lawyers were at the point that they would send a (legally backed) letter to all their customers, that their payments should be redirected to some court. It would h…

So, basically, if you rich enough in the US, you can simply ignore the courts?

Re: Notice of termination of Twitter merger agreement

#832

Post by nonameking2026 »

scoopertrooper wrote: post #806
postmeta wrote: post #741

Earlier quoted context omitted.

What happened to the poison pill strategy to keep him from buying it?

A moderate breeze came along and the Twitter board gave up on it after about an hour.

literally literally laughing out loud :)

Re: Notice of termination of Twitter merger agreement

#833

Post by mikewarot »

t0mas88 wrote: post #815
kgwgk wrote: post #772

Earlier quoted context omitted.

> he gets short-squeezed in Tesla stock What?

Yeah that makes no sense. He has a lot of stock and wants to sell some. A short squeeze means you have an obligation to buy shares and not enough are available, that drives the price up like crazy.

I used the wrong words, obviously.

If Tesla stock drops and his loans against Tesla stock go negative, he'll be forced to liquidate more shares to make up the difference to keep the loan afloat... this would then lower the value of the stocks even more, and the positive feedback loop could let all of the air out of his imagined wealth.

In other words - He has effectively sold shares at a price by borrowing against them... if the price falls, he'll have to do something to make up the difference... which is about the same thing as a short-squeeze for him.

Re: Notice of termination of Twitter merger agreement

#834

Post by ryanbrunner »

rvnx wrote: post #801
stingraycharles wrote: post #694

Earlier quoted context omitted.

I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures). I ended up suing them, won on all counts, and the deal had to go through. Unfortunately, this company simply refused to do that e…

Why would you force someone to buy something they don't want, whatever the reason is ? If they decided not to proceed to the deal it means it was a bad deal from their perspective or that it would put them in a worse situation. Essentially you are taking advantage of them by forcing them. It's like if you sell a very expensive "brown ice cream", the buyer tells you he wants to buy it, and then when the buyer has it i…

"It turns out I don't want to do that" isn't something that should be supported in regards to written and signed contracts. Selling a company is a large enough thing that there's downstream effects when the contract is signed and both parties are committed, and there's a real cost to the counterparty saying "on second thought, nah".

Re: Notice of termination of Twitter merger agreement

#835

Post by CogitoCogito »

tick_tock_tick wrote: post #769
camjohnson26 wrote: post #31

Earlier quoted context omitted.

Matt Levine has a take down of the supposed bot problem. Basically Elon not only waved due diligence, he signed a binding agreement to buy Twitter, and the bot talk is irrelevant. Even if there’s a problem, Musk should have addressed it before signing an agreement to buy the company. https://twitter.com/matt_levine/status/1545151445057536001?s...

The agreement have a massive out; yes it doesn't matter what Elon thinks about the bots but if his financier think bots are an issue he gets an out since Twitter for some reason let a financing clause in.

You mean Musk agreed to buy Twitter contingent on financing and now is trying to torpedo his own financing after he himself agreed to the sale? There's a lot of talk of fraud in the comments here, but to me _that_ sounds like fraud on Musk's part.

In any case, I guess we'll have to see if Musk's financing really gets pulled and if that really means Musk is off the hook.

Re: Notice of termination of Twitter merger agreement

#836

Post by nonameking2026 »

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.

I don't know how the legal system works, but his argument sounds valid to me.

“My offer was based on Twitter's SEC filings being accurate,”

Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.

Re: Notice of termination of Twitter merger agreement

#837

Post by CogitoCogito »

nonameking2026 wrote: post #836
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.

I don't know how the legal system works, but his argument sounds valid to me. “My offer was based on Twitter's SEC filings being accurate,” Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.

> Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.

Ignoring whether this is a legitimate reason to back out of the agreement, Musk hasn't shown that Twitter has been filing fraudulent SEC filings so what does it matter anyway?

Re: Notice of termination of Twitter merger agreement

#838

Post by krisoft »

rvnx wrote: post #801
stingraycharles wrote: post #694

Earlier quoted context omitted.

I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures). I ended up suing them, won on all counts, and the deal had to go through. Unfortunately, this company simply refused to do that e…

Why would you force someone to buy something they don't want, whatever the reason is ? If they decided not to proceed to the deal it means it was a bad deal from their perspective or that it would put them in a worse situation. Essentially you are taking advantage of them by forcing them. It's like if you sell a very expensive "brown ice cream", the buyer tells you he wants to buy it, and then when the buyer has it i…

From the seller’s perspective? Because they own a thing which is worth less to them than the buyer promised for it. Therefore they can profit greatly from the deal.

This is not the story of some happless kid swindled by a brown ice cream vendor. This is a sophisticated business person who has, prior to signing a legally enforceable contract to buy the brown icecream as-is, talked publicly about how the ice cream is just brown and not chocolate.

Why did the buyer made that contract to be written and then signed it? The potential buyer of the brown ice cream was not taken seriously initially. Everyone, including the seller, assumed that he is going to flake out and not go through with the transaction. The buyer has seen that he is not taken seriously, but he really really wanted to own the brown ice cream at that time. So the two parties willingly went into a written agreement that the buyer is going to pay a lot of money for the brown ice cream. Since the seller had concerns about the flakyness of the buyer, they both instructed their lawyers to write the contract as ironclad as possible. And what gives teeth to contracts like that, is that they can be enforced through the court system.

Re: Notice of termination of Twitter merger agreement

#839

Post by sokoloff »

Scarbutt wrote: post #629
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…

which could easily rebound a bit by EOY. By EOY we could be in recession.

We are very likely in a recession right now. Q1 real GDP growth was negative. Q2 advance estimate comes out in 3 weeks.

Re: Notice of termination of Twitter merger agreement

#840

Post by namdnay »

ImPostingOnHN wrote: post #378
riazrizvi wrote: post #273

Earlier quoted context omitted.

He was specifically looking for > 1. Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU. > 2. Information related to Twitter’s process for identifying and suspending spam and fake accounts. His principle activity is influencing. The main sticking point of the proposed merger is information on how Twitter polices fake accounts. Nothing suspicious about this at all. Re…

From what I understand, the sticking point is the total bot count, and since ElMu can't produce a trustworthy/reliable bot count which differs from Twitter's (meaning, he can't defend his claims), he appears to be switching to attack, trying to get data on how Twitter produces their counts, even though he can't convincingly articulate any issues with either it or the result.

The sticking point is that he put an offer in when the company was worth twice what it is today, so now he’ll try anything to wriggle out of his commitment
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