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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#901

Post by tgsovlerkhgsel »

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 being a bad deal for them likely makes it a very good deal for you.

Also, letting them renege on the deal they agreed to would likely put you in a worse situation than had they not offered the (bad, for them) deal in the first place, making it harder to feel bad for them.

Ultimately, if a business made a binding agreement, letting them out of it to be nice is nice, but neither required nor financially sensible.

Re: Notice of termination of Twitter merger agreement

#902

Post by tgsovlerkhgsel »

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.

It might also be the kind of wake-up call that gets him to be less impulsive.

Re: Notice of termination of Twitter merger agreement

#903

Post by Forgeties79 »

dmix wrote: post #843
orlp wrote: post #762

Earlier quoted context omitted.

Trickle-down economics has consistently shown to be a failed hypothesis.

It’s a good thing that was invented by a comedian and not an economist (easier to refute it that way). > “’Trickle down’ has been a characterization and rejection of what somebody else supposedly believed.” But “no recognized economist of any school of thought has ever had any such theory or made any such proposal. It is a straw man. It cannot be found in even the most voluminous and learned histories of economic the…

One of the things I like most about HN is that, by and large, people tend to assume at least a fair or reasonable interpretation of others’ arguments.

In your case, you’re trying to drill down on a semantics issue to discredit this guy. It is reasonable to assume most people on HN know that “trickle down” economics is “supply side” economics. Just like when people say “Obamacare” instead of “the ACA” and everyone knows what’s being said.

In both cases yes, the moniker is generally seen as a critique on its own, but to act as if that person is incorrect or “using the wrong term” is disingenuous at best.

Re: Notice of termination of Twitter merger agreement

#904

Post by brown9-2 »

JumpCrisscross wrote: post #723
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…

A feature of modern finance is the blockbuster leveraged buyout signed right before the market crashes: RJR Nabisco in 1989, Hilton and Harrah's in 2006. Now Twitter, in 2022.

This seems like a great example of selection bias if there are blockbuster acquisitions every year.

Re: Notice of termination of Twitter merger agreement

#905

Post by colinmhayes »

kllrnohj wrote: post #880
ergocoder wrote: post #863

Earlier quoted context omitted.

My bet is on this. They will just negotiate. Nobody wants to go through a lengthy legal process. I think the number will be at 5b. Because, at 5b, Twitter gets a 1y revenue for virtually no cost. Twitter doesn't want to sell to a buyer who doesn't actually want to buy. It's not good for anyone. Imagine Musk buying Twitter and starting open up exec emails knowing about the bot numbers being inaccurate.

At $5bn Twitter & its board open themselves up to getting sued by the shareholders who were harmed for $16bn currently. What Twitter as a company "wants" is kinda irrelevant. They have a fiduciary responsibility to their shareholders, and telling all those shareholders they just didn't feel like getting a $54.20/share deal because they didn't like the buyer and didn't want to be bought isn't really going to fly. So a…

The state of Delaware has consistently given boards wide discretion to act as they see fit in their fiduciary duty. Unless stock holders can prove the board acted in bad faith it will be very hard to win a case against them.

Re: Notice of termination of Twitter merger agreement

#906

Post by colinmhayes »

postmeta wrote: post #748
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…

Twitter even admitted to overcounting its users: https://techcrunch.com/2022/04/28/twitter-says-it-overcounte...

Doesn’t matter, courts won’t rule that a materially adverse effect

Re: Notice of termination of Twitter merger agreement

#907

Post by colinmhayes »

drexlspivey wrote: post #849
jsiepkes wrote: post #814

Earlier quoted context omitted.

Why wouldn't courts have the power to do that? If the court rules you have no grounds to terminate the contract then you will have to execute the contract as originally agreed upon.

Can they force all the banks that agreed to loan them money to go through with it?

The banks also signed contracts stating they’d loan the money using Tesla shares and Twitter equity as collateral. They can’t get out of that contract just because musk wants them too.

Re: Notice of termination of Twitter merger agreement

#908

Post by simondotau »

random314 wrote: post #570
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 have enormous respect for his engineering He has never demonstrated engineering skills. He has always been a business manager. But with all of the business comedy he has performed this year, I am beginning to doubt his business skills too. Perhaps it's the VPs under him who managed the business well, while Elon remained the PR front person and primary investor. Much like SpaceX.

Elon Musk is literally the Chief Engineer at SpaceX. His technical proficiency is validated by other senior engineers who work there, as well as senior engineers at NASA. There are also countless hours of unedited footage of him demonstrating his deep technical understanding of rocket engineering.

https://www.reddit.com/r/SpaceXLounge/comments/k1e0ta/eviden...

https://www.youtube.com/watch?v=hIPLmZK3C1Y

Re: Notice of termination of Twitter merger agreement

#909

Post by [deleted] »

baxtr wrote: post #755
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…

Re twitter: What a waste of life time and resources that could be otherwise have been used. All for what? For the ego of a madman?

[deleted]

Re: Notice of termination of Twitter merger agreement

#910

Post by [deleted] »

kllrnohj wrote: post #880
ergocoder wrote: post #863

Earlier quoted context omitted.

My bet is on this. They will just negotiate. Nobody wants to go through a lengthy legal process. I think the number will be at 5b. Because, at 5b, Twitter gets a 1y revenue for virtually no cost. Twitter doesn't want to sell to a buyer who doesn't actually want to buy. It's not good for anyone. Imagine Musk buying Twitter and starting open up exec emails knowing about the bot numbers being inaccurate.

At $5bn Twitter & its board open themselves up to getting sued by the shareholders who were harmed for $16bn currently. What Twitter as a company "wants" is kinda irrelevant. They have a fiduciary responsibility to their shareholders, and telling all those shareholders they just didn't feel like getting a $54.20/share deal because they didn't like the buyer and didn't want to be bought isn't really going to fly. So a…

[deleted]
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