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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#601

Post by FireBeyond »

hunterb123 wrote: post #457
thirdvect0r wrote: post #189

Earlier quoted context omitted.

With age, you will look back on your infantile attitude to this situation and realise that you were simply a rube.

You went straight to personal attacks. You may be the one that needs to grow up. If you disagree with my summaries or don't think they occurred in the thread, dispute it. I see no reason to attack me personally.

> If you disagree with my summaries or don't think they occurred in the thread, dispute it.

Disputed. Please show a comment that says the following:

> Twitter is allowed to claim whatever % of spam bots they want for the deal

and this

> Twitter's censorship is actually a good thing, here's why...

Re: Notice of termination of Twitter merger agreement

#602

Post by danielmarkbruce »

that_guy_iain wrote: post #87
dragonwriter wrote: post #35

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.

The reps are in the merger agreement, ie a contract.

There is a covenant in the contract about running the business between signing and closing.

The claim is breach of contract.

Re: Notice of termination of Twitter merger agreement

#603

Post by dubswithus »

Gustomaximus wrote: post #462
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.

I wondered this early on. More so when I thought he would actually buy twitter as Twitter had had some serious share price decline at that point for over 6 months, so it's a way to shift money from an inflated area to a more moderately priced one. Plus he obviously likes the platform in general. If true, I don't think it's the case he did it intending to pull out. Seems unlikely he would have signed the billion dolla…

Musk probably believes he can grow the company into a $100B+ company.

Re: Notice of termination of Twitter merger agreement

#604

Post by astrange »

DelaneyM wrote: post #525
beeboop wrote: post #376

Earlier quoted context omitted.

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

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…

> Elon has a terrible case here, so the best negotiating tactic he has is being a disruptive asshole so TWTR just wants it done with (this is playing to his strengths).

Twitter isn't trying to stop him, probably because they don't use their product and may have forgotten they can just ban him.

Re: Notice of termination of Twitter merger agreement

#605

Post by [deleted] »

gfodor wrote: post #574

The market crashed to hell and it makes no sense to close on a ~50% markup when the penalty is at most $1B. It seems kind of obvious to me he’s angling to get a nice discount and close, since he has almost all the leverage (the shareholders are going to sue the board if they end up having their stock directly exposed to the radioactive hellscape that is the equities market.)

[deleted]

Re: Notice of termination of Twitter merger agreement

#607

Post by Abishek_Muthian »

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…

> Complaining Twitter rate-limited his API access (which would be very foolish on their part)

I have recently built a Twitter application with the new V2 API. They do have undocumented API rate limits[1] while the developer documentation says something else[2].

And if you see the discussions at Twitter developer forum, It takes a while for the Twitter representative to find that the issue is because of the undocumented rate limit because it's somewhere deeply integrated into their system(But still wouldn't update the official docs). Besides the Twitter rate limit covers every Twitter application used by the user incl. their official Twitter clients.

So I wouldn't be surprised if they gave Musk a privileged API token but forgot to whitelist it against their hidden, obscure rate limits; Of course this could have been noticed early on Musk's side and it's possible that they chose to attribute it to malice.

[1] https://twittercommunity.com/t/undocumented-twitter-list-rat...

[2] https://developer.twitter.com/en/docs/twitter-api/rate-limit...

Re: Notice of termination of Twitter merger agreement

#608

Post by rkagerer »

camjohnson26 wrote: post #40
zimpenfish wrote: post #11

Earlier quoted context omitted.

> They’re saying they’re lying about the numbers. Which would be fraud. But they've been sending the SEC these same numbers calculated using the same methodology since 2013, right? If they were materially adverse circumstances, you'd imagine that someone would have caught this in the last 9 years...

Also, Musk routinely knowingly confuses DAUs and normal users. Twitter claims 5% of daily active users are bots, but Musk complains about how many of his followers are bots, when clearly many of those wouldn’t be DAUs. Twitter’s CEO has addressed this. Musk responded with a poop emoji: https://twitter.com/paraga/status/1526237578843672576?s=20&t...

I can't get to the end of that thread without the Signup nag taking over the whole window and obliterating the content. Tried half a dozen times. Finally got there via an Incognito window (though still don't see Musk's response).

So Twitter tagged my device with a cookie specifically meant to keep me from viewing users' content. How's that support their mission statement, "To give everyone the power to create and share ideas and information instantly, without barriers"?

It's not in my interest, or that of their users. The only benefit is to their bottom line, and I'd argue tactics like that do more long term damage than good. Certainly doesn't make me want to sign up or log in.

Go choke on Elon's , Twitter. /rant

Re: Notice of termination of Twitter merger agreement

#609

Post by stale2002 »

0xy wrote: post #580
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…

If Elon wins his claim that they breached contract, he will be able to go after them for damages. It's pretty clear Twitter was lying and fudging fake user numbers, the question is how much and whether that was a breach of contract.

No. You are claiming that the numbers that Twitter has been putting in their official government stock filings have been false for years.

Thats ridiculous.

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