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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#551
The Hacker News community has really turned into an angry mob over the years! Wow. So much Elon Hate - he made the Electric Car, He makes Rockets. Give the dude a break. I know its hard to live up to your personal standard of Piety/Orthodoxy - but realize some people are producing things.

This is an example of a recent Trend:

https://twitter.com/search?q=%22Jared%20Kushner%22&src=trend...

Click on the top 10 accounts. None are real people. Likely CCP Army, or Russian trolls, bots of some type - but certainly not users who should be counted as mDAUs.

Re: Notice of termination of Twitter merger agreement

#552
post #480

Earlier quoted context omitted.

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. Twitter is of course currently known as a source of Truth and Harmony. "anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. If you want unwritten laws dreamt up by anonymous elites and enforced for ra…

Have you spent much time on "anything not illegal is allowed" forums? Try to talk about popular movies are TV shows and you get things like this on such sites [1]. Want to discuss an episode of PBS Space Time such as this one [2]. Don't be surprised if this is the discussion you get [3]. What almost always happens on such forums is that the people there who aren't racists, sexists, antisemites, inane conspiracy theor…

I unironically think that 4chan is better twitter, especially the smaller boards.

Re: Notice of termination of Twitter merger agreement

#553

Earlier quoted context omitted.

As Matt Levine explained [0] the “waiving due diligence” doesn’t really mean anything now. What does mean something is that he signed a binding agreement to buy Twitter, giving Twitter the right to compel him to close the deal, and there’s no “too many bots” exception, nor a “you were wrong (or even lied) about something you said” exception. He has to prove that it’s a “material adverse effect” which I understand is…

idk. the fact that the price had already sunk nearly 40% from his price over this period could clearly indicate that his assumption isn't without merit.

If the share price is lower than $54.20, it’s because the market doesn’t believe the sale will be completed. The difference between $54.20 and the current share price represents the probability of the transaction falling through.

Twitter has done nothing to impede the transaction, so any uncertainty (and thus decline in TWTR share price below $54.20) is due to the actions of the buyer, who is… Elon Musk.

Therefore, Elon is responsible for any decline in the share price since the purchase agreement was signed.

Re: Notice of termination of Twitter merger agreement

#554

For anyone thinking he can pay the 1B$ termination fee and walk away, it's not that simple. The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process. At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in…

When has there ever been a lawsuit of this sort that was anywhere near $15 billion? What do you base these numbers on?

Are lawsuits limited by max(previous settlements)?

Re: Notice of termination of Twitter merger agreement

#555

Earlier quoted context omitted.

> Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. Twitter is of course currently known as a source of Truth and Harmony. "anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. If you want unwritten laws dreamt up by anonymous elites and enforced for ra…

So when you say anything not illegal is allowed, do you mean that I can post porn anywhere? That spammers and bots can't be banned? Any remotely reasonable approach here has the state deciding which attributes can be used for moderation decision and which can't, which also isn't feasible.

> So when you say anything not illegal is allowed, do you mean that I can post porn anywhere?

Can't you already do this on Twitter? You just need to mark it as sensitive.

> That spammers and bots can't be banned?

It would be like 4chan I assume, spam/bots are banned.

Re: Notice of termination of Twitter merger agreement

#556
post #518

Earlier quoted context omitted.

> 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 con…

> Twitter is supposedly not providing the data Didn't he get access to the firehose, which is, AFAIK, -ALL- the data? (not the 50GB he tweeted about but supposedly a 2TB/day stream?)

The firehose is all the posts.

It's not all the views. And 'daily active users' are mainly viewing, not posting.

Which makes me wonder why the argument about 'the firehose' and 'bots' matters.

Re: Notice of termination of Twitter merger agreement

#557

Earlier quoted context omitted.

Bad faith has been Musk’s MO since the beginning. He even deliberately crashed Martin Eberhard’s roadster (allegedly, Tesla claims it was an accident.) https://jalopnik.com/tesla-co-founder-eberhard-sues-elon-mus...

Most forget that Elon did not found or invent Tesla

Most realize it doesn't matter who founded it. Elon is the reason it is successful.

Re: Notice of termination of Twitter merger agreement

#558

Earlier quoted context omitted.

Right- he waived diligence. Twitter has no obligation to prove anything to him. Twitter is obligated to give him documents if they are reasonable to request and helpful for him in financial planning. If the documents Twitter has on hand are flawed or not comprehensive, that doesn't give a pretext to leave the deal. I am sure his lawyers know this and it will all be negotiated.

waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.

Given that this is the numbers and methodology that Twitter has used for many years in SEC filings, Musk is implying that Twitter has been deceptive to its own investors and to the SEC for years. This isn't impossible, but it might require a little more than a page or two of vague accusations.

Re: Notice of termination of Twitter merger agreement

#559

Earlier quoted context omitted.

Twitter has already said they'll sue for specific performance: https://twitter.com/btaylor/status/1545526087089696768

My heart sank when I read your comment: why on earth would the board sue for specific performance!? But my reading of the statement in the tweet is that they plan to sue for enforcement of the agreement which I believe means paying the agreed-upon penalty for backing out of the deal. I don’t at all read that statement as a plan to seek specific performance.

Twitter will sue for specific performance because (a) they're entitled to it and (b) it's worth substantially more than the reverse breakup fee.

Re: Notice of termination of Twitter merger agreement

#560

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 con…

Musk already secured financing, and most of the recent financial engineering he was doing was in the service of minimizing his own exposure (ie, the amount of TSLA he'd need to sell to cover his end of the deal). His lenders couldn't "independently verify" the mDAU, because he waived diligence --- he was entitled to information as a contractual technicality, but he was not entitled to condition the deal based on anything contained in that information, short of a "material adverse effect", which is in practice an impossible bar to clear.
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