Notice of termination of Twitter merger agreement • Hacker News Board

Re: Notice of termination of Twitter merger agreement

#321

Post by mft_ » Fri, Jul 08, 2022, 10:42 PM UTC

petilon wrote: post #299

mft_ wrote: post #288

Earlier quoted context omitted.

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed Genuinely interested, and not just trying to argue: how would you otherwise define free speech? It sounds like you think free speech should have defined limits - which surely means it's not free speech any more?

I am going to let Sacha Baron Cohen, of all people, answer your question [1]: Voltaire was right when he said "Those who can make you believe absurdities can make you commit atrocities." And social media lets authoritarians push absurdities to millions of people. President Trump using Twitter has spread conspiracy theories more than 1700 times to his 67 million followers. Freedom of speech is not freedom of reach. Sa…

Unless I'm misunderstanding the quote, that's very much not answering my question: it discusses limiting reach (i.e. ability to disseminate one's views widely and easily) and explicitly not free speech itself?

Re: Notice of termination of Twitter merger agreement

#322

Post by meragrin_ » Fri, Jul 08, 2022, 10:42 PM UTC

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 contractual obligations.'

> The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal?

Section 6.11, the part of the deal where Twitter needs to provide necessary information to secure debt: 'and under Section 6.11 of the Merger Agreement, to information “reasonably requested” in connection with his efforts to secure the debt financing necessary to consummate the transaction.'

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

Re: Notice of termination of Twitter merger agreement

#323

Post by compiler-guy » Fri, Jul 08, 2022, 10:42 PM UTC

gsibble wrote: post #183

Could you commenters please make up your minds over whether you want the deal to go through or not? You all seem to hate that Musk would make Twitter more conservative so you don't want the deal to go through, but also make fun of him and torment him for pulling out as if you do want the deal to go through. You can't have it both ways. Either you want the deal consummated or you don't. Stop being such hypocrites.

This may be hard to believe, but HN is made up of thousands of posters with a wide variety of opinions.

The fact that some people want the deal to go through, and some don’t, and that they post at different rates in different threads, doesn’t mean that any individual person is a hypocrite. Nor that HN in general is.

Re: Notice of termination of Twitter merger agreement

#324

Post by initplus » Fri, Jul 08, 2022, 10:42 PM UTC

recuter wrote: post #277

timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

> The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. It seems apparent to this observer that the spam accounts thing and other metrics were always super inflated and perhaps now there will be a reckoning. I also think it is very funny how there was much gnashing of teeth and literal tears at the prospect of him owning twitter but now they might end up chasing him and try to…

No kidding Twitter has spam/fake accounts, isn't that part of why Musk wanted to buy Twitter in the first place?

He publicly stated that he wanted to buy Twitter to clear up the fake account issue, he knew about the issue before entering the deal, when signing he waived due diligence that could have given him the opportunity to investigate the issue before signing...

Musk's own tweets will work against him if he tries to use the fake accounts issue to back out.

Re: Notice of termination of Twitter merger agreement

#325

Post by mandeepj » Fri, Jul 08, 2022, 10:42 PM UTC

I’m not sure why you guys have not noticed his patterns: he always jumps-on whatever the hottest current topic is - whether kids stuck in a cave in Thailand, Ukraine war (making fun of Putin by inviting him to a fist fight), Twitter ( was active due to leadership changes; in-general the app is popular). His idea is - by staying in news, he’s driving PR for Tesla. He’s acting as a brand machine for himself and his companies.

Besides all his, he has no regard, empathy for his employees - the real people who made him, who he is. What an irony!

Re: Notice of termination of Twitter merger agreement

#326

Post by vecter » Fri, Jul 08, 2022, 10:43 PM UTC

ramacastro wrote: post #297

Quoted post unavailable.

This ad hominem has nothing to do with Elon's legal standing with regards to whether or not he can back out of the deal without paying a large breakup fee.

Yes Elon has done great work for humankind, but that doesn't absolve him of responsibility for bad behavior.

Re: Notice of termination of Twitter merger agreement

#327

Post by bandyaboot » Fri, Jul 08, 2022, 10:43 PM UTC

atlasunshrugged wrote: post #60

timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

There's another belief floated by Josh Wolfe (an investor with Lux Capital) who claimed it was a ruse to liquidate Tesla stock en masse without Tesla hodlers getting suspicious and tanking the inflated stock price. https://twitter.com/wolfejosh/status/1545387947578597376

Musk wanted to be warrior king of the internet edge lords. He was not playing chess.

Re: Notice of termination of Twitter merger agreement

#328

Post by bredren » Fri, Jul 08, 2022, 10:43 PM UTC

VectorLock wrote: post #128

timsneath wrote: post #17

It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's uncl…

>But it's unclear to me what he initially thought he was getting out of this. The best hypothesis I've heard is that he was trying to secure the raw materials that Tesla's stock price is made out of.

This is perhaps meant to be tongue in cheek but Twitter is not just influential to Musk's concerns.

Twitter is influential to the concerns of Musk's competitors and potential regulators who might stand in his way.

Regardless of its deflated value, (all assets were way puffed up) Twitter is still extremely valuable.

Arguably, it is still positioned to be worth more than Facebook.

Re: Notice of termination of Twitter merger agreement

#329

Post by rmbyrro » Fri, Jul 08, 2022, 10:43 PM UTC

halukakin wrote: post #293

pryce wrote: post #155

Earlier quoted context omitted.

If someone's stock is as incredibly overinflated as Tesla has been for so long, choosing the most effective way to liquidate stock without triggering a run becomes a social engineering problem with the incentive of a multi-billion dollar payoff. Honestly I think other people trying to read this situation in some way that ignores a multi billion dollar incentive just sitting there is utterly naive.

This would have been switching from an overinflated stock to a much more overinflated stock.

The theory presumes he never intended to actually buy Twitter stocks, just keep the cash.

Re: Notice of termination of Twitter merger agreement

#330

Post by notahacker » Fri, Jul 08, 2022, 10:44 PM UTC

hunterb123 wrote: post #153

ITT: - Elon is stupid, haha he will lose money. - Elon is evil, he's trying to pull a fast one on this corporation! - Elon waived his rights, he shouldn't have agreed to their fake numbers! - Twitter is allowed to claim whatever % of spam bots they want for the deal. - Twitter's censorship is actually a good thing, here's why...

ITT

- Elon is a genius, he doesn't make mistakes

- Elon's Twitter purchase offer isn't an ego trip or a distraction, he actually has a plan to make Twitter earn its keep

- People keep saying that spending money on an overvalued asset that has zero fit with his engineering experience and ambitions will make Musk poorer, not richer, but none of those people are as smart as Elon Musk

- Elon's decision to waive due diligence and enter a binding contract shows he knows what he's buying and isn't messing around

- Elon deploying gagging clauses and/or financially ruining people for criticising him or his companies is actually more an indication of the important role he's playing in defending free speech, not his narcissism, here's why...

[a month or two later]

- Can't believe Twitter deceived poor little lamb Elon Musk into being the only user of their website unaware of the proliferation of bots on it. This changes everything!