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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#102

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.

They’re not claiming a lack of sue diligence, they’re claiming fraud. Which is different. They’re saying they’re lying about the numbers. Which would be fraud.

Which is nonsense, since the numbers in question are not verifiable.

How can you identify a "spam account"? It's not possible to definitively determine the intent of someone opening or using a new account.

So the numbers are arguable either way. Musk is using this fact to try to wriggle out of a disastrous impulse buy.

Re: Notice of termination of Twitter merger agreement

#103
post #39

This was obvious from the moment he brought up the fake accounts problem. The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake. It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few mont…

It’s because they want him to pay the agreed price. It is an extremely good deal for the shareholders now, so they are behaving perfectly rationally. And they can possibly force him to.

Re: Notice of termination of Twitter merger agreement

#105
I recommend Matt Levine’s blog Money Stuff [0] for analysis of just how bizarre Musk’s twitter saga is relative to usual day-to-day corporate acquisitions. I also recommend his twitter thread just now breaking down his reaction to today’s news [1]

[0] https://www.bloomberg.com/opinion/authors/ARbTQlRLRjE/matthe...

[1] https://twitter.com/matt_levine/status/1545519476707319808?s...

Re: Notice of termination of Twitter merger agreement

#106

Earlier quoted context omitted.

There aren't claiming fraud, there are claiming breach of contract. Including, among other things, by failing to maintain operations in the regular course of business because of, I kid you not, allowing some senior officials to resign . (It's true some of the many other things that are claimed to be breaches relate to alleged failure to fulfill obligations to provide information that Musk supposedly wanted to determi…

It says in the first paragraph about making misleading representations. That is lawyer talk for lying. Lying in this context is fraud. Secondly, the ceo was firing aka asking for resignations from key people, no? That is not maintaining the business, that seems like sabotage.

Lawyer-talk for fraud is "fraud".

Re: Notice of termination of Twitter merger agreement

#107

Earlier quoted context omitted.

My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.

Honestly, so what if he's out $60 bn. I don't think this would affect his lifestyle in any way whatsoever. But it would affect his high score. I'm guessing at one point he realized the former but later realized the latter and cared more about that. Though he's still got a 88bn lead on second place so I'm not sure why he cares.

No matter what it won't be him fronting all the money, he had institutional investors that were ponying up a huge amount of the dough alongside him.

Re: Notice of termination of Twitter merger agreement

#108
post #39

This was obvious from the moment he brought up the fake accounts problem. The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake. It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few mont…

Have you read the termination letter? The letter was sent by Elon's lawyers working with Twitter's lawyers according to the merger terms they had all agreed to. Why shouldn't they have expected a "good faith resolution"? A termination can still be made in M&A under good faith.

Re: Notice of termination of Twitter merger agreement

#109

Earlier quoted context omitted.

My guess is he's hit that obscene level of wealth and realizes he is now beyond the controls of the system, and can therefore game it to his advantage. When you can afford the best legal team money can buy and payoff the rest of the gatekeepers, then the game is simply to transfer wealth into your own pocket in bigger chunks.

You can’t bribe the judges in Delaware. They can force him to go through with the deal at the agreed price, now at a significant premium on market value, and it’s reasonably likely they will. This was not a genius move.

Let’s see what happens. I doubt very much the scenario you outline will come to pass. Nobody wants this deal any more and he can drag all their dirty laundry into it (bots, fake daus etc).

This will just slowly fade from memory as the lawyers argue and at some point they’ll settle.

Re: Notice of termination of Twitter merger agreement

#110
post #9

Earlier quoted context omitted.

First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522...

Section 6.4

So the fraudsters at Twitter knew, and Twitter is in fact a spam bot utopia, hence why they didn't want to provide all the data that Musk requested.

Either way, I am laughing at all of them. (Yes. Elon also played the fraudster role as well)

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