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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#931

Post by RC_ITR »

krisoft wrote: post #891
RC_ITR wrote: post #726

Earlier quoted context omitted.

It’s so crazy to me that the purchase price was determined by a weed joke and people are surprised that in the cold sober light of our recent correction, Musk is trying to get out of this. His whole M.O. is degrading the power of the SEC and DoJ by pointing out they have very little enforcement power. This is just another example in his long journey of “what are they going to do if I just don’t follow the rules?” Wei…

> people are surprised that in the cold sober light of our recent correction, Musk is trying to get out of this People are not surprised. People were expecting this. As evidenced by the discussion then and now. Also as evidenced by the contract which was drafted at the time between him and twitter.

> People are not surprised.

Markets moved on this new. Somebody was surprised.

Re: Notice of termination of Twitter merger agreement

#932

Post by jhugo »

The bot thing is obviously a pretext but I wouldn't be surprised if all the major social networks lie about what proportion of their active users are synthetic. In my experience, running ads on both Twitter and Facebook tends to drive an absurdly large amount of suspicious traffic if you don't very tightly target them. 5% seems unbelivably low just based on that experience and the experience of using Twitter in general.

Re: Notice of termination of Twitter merger agreement

#933

Post by trident5000 »

stingraycharles wrote: post #694
partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures). I ended up suing them, won on all counts, and the deal had to go through. Unfortunately, this company simply refused to do that e…

The CEO has a massive parachute. Its in his best interest to just settle on a lower price rather than get tied up in courts for years with Musk. If the markets continue to decline, a lower offer is going to look more and more attractive to shareholders. Just my 2 cents.

Re: Notice of termination of Twitter merger agreement

#934

Post by HarHarVeryFunny »

partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

I believe the agreement between Twitter and Musk had a $1B acquisition cancellation clause built into in, so if Musk can't successfully argue for breach of contract he'll have to pay this $1B break-up fee, rather than be forced to complete the purchase.

Re: Notice of termination of Twitter merger agreement

#935

Post by ivraatiems »

rcMgD2BwE72F wrote: post #710
ivraatiems wrote: post #84

The best thing that could come out of this would be Twitter forcing Elon to make the purchase, then Elon closing the company down out of spite. In that case, everybody I don't like loses, which is pretty close to me winning, I think.

Facebook would be winning big time.

Ugh, good point. They're doing a decent job of virtually digging their own meta grave, though.

Re: Notice of termination of Twitter merger agreement

#936

Post by ironlake »

johng wrote: post #918
partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

What if they have willfully misrepresented the amount of bots on the platform and lied about it to shareholders for years. MAUs are a big part of any social networks valuation metrics.

It's a terrible contract: no due diligence, a specific performance clause. The only type of person who would ever sign a contract like that would be a dumb guy who got rich by accident.

Re: Notice of termination of Twitter merger agreement

#937

Post by eloff »

nabla9 wrote: post #895
ergocoder wrote: post #863

Earlier quoted context omitted.

My bet is on this. They will just negotiate. Nobody wants to go through a lengthy legal process. I think the number will be at 5b. Because, at 5b, Twitter gets a 1y revenue for virtually no cost. Twitter doesn't want to sell to a buyer who doesn't actually want to buy. It's not good for anyone. Imagine Musk buying Twitter and starting open up exec emails knowing about the bot numbers being inaccurate.

> Twitter gets a 1y revenue for virtually no cost. This is not between Twitter and Musk. This is between Twitter shareholders and Musk. Twitter board is just working on their behalf. Shareholders don't care about Twitter's future now when they have very tight agreement. There will be judgement against Musk almost certainly. Musk made $44B deal. However this ends, Musk is in hook for tens of billions. Either he pays $…

I think the best he can hope for here is settle the lawsuit that will follow for buying twitter at a slightly reduced price.

The amount he would pay to walk away is roughly equal to the current fair market value of Twitter. I wouldn't be happy to pay that and get nothing for it. Better to go through with the deal.

Re: Notice of termination of Twitter merger agreement

#938

Post by softwaredoug »

HarHarVeryFunny wrote: post #934
partloyaldemon wrote: post #691

Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most…

I believe the agreement between Twitter and Musk had a $1B acquisition cancellation clause built into in, so if Musk can't successfully argue for breach of contract he'll have to pay this $1B break-up fee, rather than be forced to complete the purchase.

That’d be a nice infusion of capital for Twitter. And maybe that’s the best case scenario outcome that they’re actually hoping for.

Re: Notice of termination of Twitter merger agreement

#939

Post by sbf501 »

jameshart wrote: post #556
sbf501 wrote: post #518

Earlier quoted context omitted.

> 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.

But why would the analysis care about bots that are viewing? They aren't creating disinformation by viewing (maybe by "liking" though). Bots-as-followers are benign. The "bot problem" is bots being used to post disinfo at scale to cram the entire space with propaganda, that is: to quote Steve Banon "flood the zone with shit". Which is what bots and troll farms have done successfully over the past 7 years.

Re: Notice of termination of Twitter merger agreement

#940

Post by peterangular »

prox wrote: post #721
seanhunter wrote: post #628

Earlier 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?

No, I don't think that simplification would apply here.

The number of bots on Twitter has always seemed like a boon of an issue to me. Twitter wants to keep it's user/engagement numbers up and bots do help them. I can 100% understand why they've taken a soft approach to it, even if I find it ethically questionable.

I'm going to go out on a limb and say that anyone who's engaged with Twitter, or knows a reasonable amount about it has known about this problem for many years. I find it hard to believe that Elon wouldn't have been well aware of this upfront.

---

The part of your simplification that I take issue with is, "[...] that the seller had hidden." IMO - everyone in town knows that house has building code issues, but, no one really knows the exact extent. Unfortunately, these same building code issues are likely keeping the building standing.

The seller has a gray-area "issue" that is on the fence between "feature" and "bug," and the buyer is using it as leverage to pull out of a deal they're on the hook for.

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