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Notice of termination of Twitter merger agreement

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Re: Notice of termination of Twitter merger agreement

#971

Post by nonameking2026 »

CogitoCogito wrote: post #837
nonameking2026 wrote: post #836

Earlier quoted context omitted.

I don't know how the legal system works, but his argument sounds valid to me. “My offer was based on Twitter's SEC filings being accurate,” Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case.

> Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case. Ignoring whether this is a legitimate reason to back out of the agreement, Musk hasn't shown that Twitter has been filing fraudulent SEC filings so what does it matter anyway?

"In the merger agreement, Twitter promised to do certain things between signing and closing, and it has to do those things, whether or not there would be a material adverse effect from not doing them. So if Musk can prove that Twitter hasn’t complied with its obligations, he can get out of the deal."

From https://www.bloomberg.com/opinion/articles/2022-07-09/elon-s...

Re: Notice of termination of Twitter merger agreement

#972

Post by swyx »

Forlien wrote: post #544
dqpb wrote: post #506

Earlier quoted context omitted.

> illegally acquired stock Illegal how?

Not the OP, but when an investor acquires more than 5% of a stock, they have a limited time to disclose it. Elon disclosed his Twitter stock acquisition too late (20 days after instead of 10) and using the wrong form (Schedule 13G instead of Schedule 13D), painting him as a passive investor rather than an activist. https://www.bloomberg.com/opinion/articles/2022-04-06/elon-m... talks about it.

well, sure he played fast and loose on the forms but then there would be a lot of "illegal" tax filers and thats not the commonly understood meaning of "illegal".

Re: Notice of termination of Twitter merger agreement

#973

Post by rocqua »

onelovetwo wrote: post #968
rocqua wrote: post #702

Earlier quoted context omitted.

Musk did not 'surface the issue'. He was complaining about bot numbers being higher than Twitter said looong before he ever signed the merger. Musk does not have a right to due diligence. Just a right to 'information reasonably relevant to the business'. And he has no right to terminate the merger based on that information.

This thread corrects your misconceptions[1], you might also be wrong about the first part. [1]( https://news.ycombinator.com/item?id=32027341#32027416 )

That states that even if you have no right to back out of a deal, you might get away with it anyway. Which doesn't seem to contradict what I said?

Re: Notice of termination of Twitter merger agreement

#974

Post by philipwhiuk »

> Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time.

It's hillarious (and pretty stupid) they capped his use of the firehose.

Re: Notice of termination of Twitter merger agreement

#975

Post by philipwhiuk »

chernevik wrote: post #356
meragrin_ wrote: post #322

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…

I will be very surprised that Twitter's position was less than "you can have anything you want", precisely to avoid any complaint of non-cooperation. I do agree that the agreement's debt financing provisions may provide Musk an out -- "I wanted to close, but I couldn't get debt b/c you wouldn't cooperate". I'm a little surprised that Twitter agreed to any sort of financing provision, precisely because it seems to all…

> I will be very surprised that Twitter's position was less than "you can have anything you want", precisely to avoid any complaint of non-cooperation.

Be very surprised, they capped the firehouse. From the filing:

> Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time.

Re: Notice of termination of Twitter merger agreement

#976

Post by londons_explore »

t_mann wrote: post #876
stingraycharles wrote: post #694

Earlier quoted context omitted.

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…

Sounds like a very unpleasant experience, sorry to hear. But I'm not sure it's a good precedent for this case, for two reasons: a) You were happy to settle, which sounds understandable. But when the stakes are $44bn and most actors on Twitter's side are but agents for Twitter shareholders, their chief concern will be not breaking their fiduciary duties if they accept anything less than the maximum amount they could g…

> dodging a court order to pay

I'm pretty surprised musk seems to have put himself personally on the line, rather than putting 'musk acquisition project llc' as the party making the offer.

If it was the latter, then everything could be arranged so there was no money in that company to pay for any lawsuits. As the worlds richest man, dividing up your liability like that into many LLC's would seem like a very important thing to do.

Re: Notice of termination of Twitter merger agreement

#977

Post by bryananderson »

somenewaccount1 wrote: post #96
bryananderson wrote: post #13

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.

Price changes due to macroeconomic circumstances are explicitly listed in the contract as not being grounds to get out of the deal.

I’m telling you, the guy really signed an ironclad contract forcing him to pay $44B to buy Twitter.

Re: Notice of termination of Twitter merger agreement

#978

Post by CogitoCogito »

nonameking2026 wrote: post #971
CogitoCogito wrote: post #837

Earlier quoted context omitted.

> Willfully filing fraudulent SEC filing is a crime - and if Twitter has been engaging in criminal behavior to artificially increase their value - I would think Musk has a good case. Ignoring whether this is a legitimate reason to back out of the agreement, Musk hasn't shown that Twitter has been filing fraudulent SEC filings so what does it matter anyway?

"In the merger agreement, Twitter promised to do certain things between signing and closing, and it has to do those things, whether or not there would be a material adverse effect from not doing them. So if Musk can prove that Twitter hasn’t complied with its obligations, he can get out of the deal." From https://www.bloomberg.com/opinion/articles/2022-07-09/elon-s...

So far Musk has provided no evidence that the SEC filings on bots are false and he's basically just making repeated unnecessary requests trying to force Twitter into being "uncooperative". I find the notion that the deal should be terminated based upon that pretty ridiculous. The article you linked seems to agree with me.

Regardless, Musk is making a lot of claims. Let's see if he can provide any reasonable evidence of those claims and make any reasonable arguments that will be accepted in court. There's really no point in speculating anymore. Now we just need to wait to see if a judge is actually buying his arguments.

Re: Notice of termination of Twitter merger agreement

#979

Post by zackees »

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…

Musk stated that 50% of the users are bots and that Twitter is hiding this.

If true, he’s got an out.

Re: Notice of termination of Twitter merger agreement

#980

Post by dragonwriter »

londons_explore wrote: post #976
t_mann wrote: post #876

Earlier quoted context omitted.

Sounds like a very unpleasant experience, sorry to hear. But I'm not sure it's a good precedent for this case, for two reasons: a) You were happy to settle, which sounds understandable. But when the stakes are $44bn and most actors on Twitter's side are but agents for Twitter shareholders, their chief concern will be not breaking their fiduciary duties if they accept anything less than the maximum amount they could g…

> dodging a court order to pay I'm pretty surprised musk seems to have put himself personally on the line, rather than putting 'musk acquisition project llc' as the party making the offer. If it was the latter, then everything could be arranged so there was no money in that company to pay for any lawsuits. As the worlds richest man, dividing up your liability like that into many LLC's would seem like a very important…

> As the worlds richest man, dividing up your liability like that into many LLC's would seem like a very important thing to do

Unfortunately for Musk, when an LLC is used as a proxy for the single member without real separation, the LL part stops working as anything but (on a matter this size) a small additional speedbump rather than a shield, at the same time, it's even nominal separation makes it harder to make deals than if your hoards of assets were behind them.

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