Musk never wanted to buy Twitter, anyone who thought so was deluded. The guy is a psychopath and is playing with people's money by manipulating assets.
Notice of termination of Twitter merger agreement
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Re: Notice of termination of Twitter merger agreement
#732Earlier quoted context omitted.
How could they refuse after being compelled by a court ruling? Did they appeal / sue you back? Can't see how they could simply say... "no".
The judge ruled that the payment had to be made immediately; they could sue back, but they would have to pay first. In their words, it was a “BS ruling”, and they simply didn’t pay. I’ll tell you that I didn’t know you could just say “no”, but they did. My lawyers were at the point that they would send a (legally backed) letter to all their customers, that their payments should be redirected to some court. It would h…
Seems like a really complex system to get your money. Here in Finland you would just start bankruptcy procedures by filing a claim in the court and with the court order saying they owe you it would go through in a day or two giving the other party 2 weeks time to pay or the court would take over all their assets and get you your money (and sell those assets if they don’t have it in cash)
A single verified unpaid bill is grounds for starting the bankruptcy procedure here so it is actually good tool to force big companies to pay. Though you can say goodbye to any future business relations with them if you do that.
Re: Notice of termination of Twitter merger agreement
#733Earlier quoted context omitted.
Difference being, Twitter has deep pockets and are highly motivated to see this through.
Not as deep as Elon Musk. When it comes to court battles, relative depth matters.
Is it clear that Elon is more liquid than Twitter? Twitter has several billion in cash. Musk is reported to have only 3b cash. Tesla and SpaceX may need his capital to survive the downturn. They both have an arsenal of options to raise further cash.
I realise Elon is a bigger fish but he is a highly leveraged and constrained one…if anyone has more insight into this dynamic I’d interested to hear it
Re: Notice of termination of Twitter merger agreement
#734Earlier 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…
I'm curious what would happen if Twitter stock price goes above Musk's offer price of $54.20 during this legal battle.
For that to happen, the market would have to (1) believe there is a very very high probability that the deal won't happen, and (2) believe Twitter is suddenly going to grow significantly.
Neither of these seem very likely, especially in combination.
Re: Notice of termination of Twitter merger agreement
#735Earlier quoted context omitted.
I agree with your analysis. This has always seemed a situation driven by ego rather than rational thought and I expect ego will prevail and we will see futile legal + PR trench warfare for a while. However, my understanding of M&A law[1] is it's not enough for him to say that the numbers are missing or even wrong. He has to say that there was a material breach caused by the fact that the numbers were missing or wrong…
So basically it’s like buying a house and finding faults with it that the seller had hidden?
Very much like that...except you're also in a legal system where the courts have ruled that the only "faults" that actually are major enough to count are things like "seller said it was 3br house; it's a one room shack" or "seller neglected to mention it had burnt to the ground last year and hasn't been rebuilt".
Something like "Twitter lied, actually 15% of active users are bots, not It's hard to stress enough just how far Musk is from showing a Material Adverse Event, even if his wildest suspicions about the number of bots on Twitter are true (...not that it seems likely they are, mind you).
Re: Notice of termination of Twitter merger agreement
#736The Twitter deal always felt like a cover to sell a bunch of Tesla stock at the peak and cash out. Looks like it worked out for him.
I assumed he'd exit Tesla on a longer timeline, but his recent political shifts do make it seem like he plans to exit Tesla as quickly as possible.
Re: Notice of termination of Twitter merger agreement
#737> I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors. There’s no evidence that he’s a good engineer or a good businessman, save if committing fraud or stealing the accomplishments of others is in the list of things that qualifies one of either. It’s beyond tim…
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Re: Notice of termination of Twitter merger agreement
#738Earlier quoted context omitted.
Difference being, Twitter has deep pockets and are highly motivated to see this through.
Not as deep as Elon Musk. When it comes to court battles, relative depth matters.
Only to certain point. At that point you can't spend more than other party. There is only so much legal work that can be done for one case.
Not that bar isn't very high, we are possibly talking about millions or tens of millions in billings, but either side have that and it will make sense for both to spend it in every case.
Re: Notice of termination of Twitter merger agreement
#739Earlier quoted context omitted.
SpaceX is actually doing great things. Tesla was very innovative 5 years ago. These two, especially spaceX, are quite impressive.
Tesla is stolen and only saw success because of endless amount of government subsidies and a tremendous amount of fraud on Musk’s part and SpaceX was a shitshow until he went hands off.
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Re: Notice of termination of Twitter merger agreement
#740The 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…
> The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate.
This one comes across as particularly specious.
So Musk is complaining that Twitter has been failing its obligation to “conduct its business in the ordinary course” by firing some people and slowing hiring.
But there's a global slowdown going on! If Twitter hadn't taken these actions, he would be complaining about the opposite: that by not cutting costs, Twitter would be failing to conduct its business in the ordinary course in the current circumstances.
There's a reason why US courts have a very high bar for M&A buyers' cold feet. They don't want to be arbitrating this kind of ridiculous arguments.