Twitter says it will sue Musk to complete merger
Darren Lyn |09.07.2022
HOUSTON, Texas
Tesla CEO Elon Musk announced Friday that he is pulling out of his $44 billion deal to buy Twitter.
“Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement,” Musk’s attorney Mike Ringler said in a Securities and Exchange Commission (SEC) letter dated July 8.
“(Twitter) appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect,” it said.
The termination cited a lack of information on bot accounts.
“For nearly two months, Mr. Musk has sought the data and information necessary to ‘make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform,’” the letter goes on to say. “This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement.”
“Twitter has failed or refused to provide this information,” Ringler said in the SEC filing. “Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information.”
Twitter’s chairman Bret Taylor sent out a tweet following Musk’s announcement.
“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement,” said Taylor. “We are confident we will prevail in the Delaware Court of Chancery.”
Depending on what the court decides, technically, under an acquisition agreement with Twitter, Musk at the very least is on the hook for a $1 billion termination fee if the deal is not completed.
Leading up to his unsolicited April 14 offer to buy the social media platform for $54.20 per share, Musk was a sharp critic of Twitter’s message-posting practices and described the platform as an important forum for free speech.
Twitter Reportedly Tells Employees Not to Post About Deal With Elon Musk
Tesla's CEO is trying to put an end to his agreement to buy Twitter for $44 billion. Twitter tells employees not to say anything.
Ian Sherr
July 8, 2022
Elon Musk is trying to pull out of his deal to buy Twitter for $44 billion.
Sarah Tew/CNET
Elon Musk is known as the bombastic CEO of Tesla and SpaceX, who constantly tweets seemingly everything on his mind. Twitter employees, though, are being asked to keep their hands off their own "tweet" buttons after he sent a letter informing the company he wanted to back out of his planned $44 billion takeover.
In a memo reportedly sent to employees Friday by Sean Edgett, Twitter's general counsel, the company said they should refrain from "Tweeting, Slacking or sharing any commentary about the merger agreement."
"We will continue to share information when we are able, but please know we are going to be very limited on what we can share in the meantime," he added, according to a copy of the memo published earlier by The Verge. "I know this is an uncertain time, and we appreciate your patience and ongoing commitment to the important work we have underway." A Twitter spokeswoman declined to comment.
Read more: Elon Musk Doesn't Want to Buy Twitter Anymore: What You Need to Know
In any normal time, this letter would be perfunctory, barely worth a mention. But in the age of social media, and specifically when it comes to Musk and Twitter, it takes on heightened significance. Twitter employees have increasingly been outspoken as Musk has attacked them, their work and their company over everything from content moderation to how it makes money.
Read more: Elon Musk Pulls Out of $44B Deal to Buy Twitter
Now that Twitter's board of directors has vowed to pursue legal action to enforce Musk's $44 billion offer, embarrassing company communications could become wrapped up in the suit.
Musk in the meantime hasn't tweeted since his letter backing out of the deal was published with the Securities and Exchange Commission Friday. His last tweet, on Thursday, was about his excitement over product development at Tesla.
'Don't let the door hit you': Elon Musk wants out of Twitter deal
Brett Wilkins,
Common Dreams
July 08, 2022
Shutterstock.
Mega-billionaire Elon Musk, the world's richest person, on Friday officially moved to pull out of his bid to buy Twitter, claiming he was bailing on the $44 billion deal because the social media giant made "false and misleading claims" during negotiations and was in "material breach of multiple provisions" of the agreement.
"For nearly two months, Mr. Musk has sought the data and information necessary to 'make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform,'" Musk's team explained in a court filing. "Twitter has failed or refused to provide this information."
Response to the breaking news included rebuke from progressives like Rep. Chuy García (D-Ill.) who tweeted, "Hey Elon Musk, don't let the door hit you on your way out."
Musk had secured about $25 billion in debt financing tied to his stock in Tesla, where he is CEO. His withdrawal from the deal sets the stage for a lengthy legal battle with the tech titan.
"Elon Musk lost $70 billion this year. The market tanked, his sexual misconduct cost him billions, and he had to sell 10 million shares in his company to afford Twitter," political and communications strategist Sawyer Hackett tweeted. "Now Twitter is going to take him to court for reneging on the deal and will take even more."
Digital rights campaigners, media critics, and even public health experts had warned that the purchase of Twitter by Musk posed a direct threat to democracy and the common good by placing the highly influential social media platform—which is used by hundreds of millions of people worldwide—under the control of one man.
"From the outset, Elon Musk's attempt to take over Twitter was about advancing his own red-pilled ideological agenda. He was explicit about his intentions, which is why right-wing extremists celebrated the news," Angelo Carusone, president of the watchdog Media Matters for America, said in a statement. "If Musk was to acquire Twitter and follow through with even a fraction of what he had promised to do, Twitter would become a supercharged engine of radicalization."
"With the announcement today that Musk is bailing on the deal, this dark future is now one step closer to being prevented," Carusone added. "Despite what Musk may claim, this deal isn't ending because of Twitter bots or spam accounts. This deal is collapsing because of Elon Musk's own erratic behavior, embrace of extremists, and bad business decisions."
The Verge reports:
Twitter has gone to great lengths to show compliance with Musk's requests. In early June, the company opened up 'firehose' access to its service so that Musk could receive and analyze every tweet as it's posted. The company has also continuously tried to reassure the public that it has spam and bots under control. On Thursday, it told press that it was blocking over a million spam accounts per day, and in May its CEO wrote a long thread about how Twitter determines how many of its users are bots.
It's incumbent that Musk prove that Twitter has breached their agreement, as he can't just pull out the signed agreement because he feels like it. The deal was a potentially lucrative one for Twitter shareholders, offering $54.20 per share, up from the $36.81 it closed at today. There's also $1 billion on the line as a breakup fee that will be paid by the party at fault.
Reaction by Twitter employees was mixed, with one worker telling NBC News: "I guess it feels like we won. But it feels like the end of the movie, where the characters are bloodied and bedraggled with a Michael Bay explosion behind them. We could see this was coming, but in the meantime, he's fucking destroyed the company."
July 08, 2022
Shutterstock.
Mega-billionaire Elon Musk, the world's richest person, on Friday officially moved to pull out of his bid to buy Twitter, claiming he was bailing on the $44 billion deal because the social media giant made "false and misleading claims" during negotiations and was in "material breach of multiple provisions" of the agreement.
"For nearly two months, Mr. Musk has sought the data and information necessary to 'make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform,'" Musk's team explained in a court filing. "Twitter has failed or refused to provide this information."
Response to the breaking news included rebuke from progressives like Rep. Chuy García (D-Ill.) who tweeted, "Hey Elon Musk, don't let the door hit you on your way out."
Musk had secured about $25 billion in debt financing tied to his stock in Tesla, where he is CEO. His withdrawal from the deal sets the stage for a lengthy legal battle with the tech titan.
"Elon Musk lost $70 billion this year. The market tanked, his sexual misconduct cost him billions, and he had to sell 10 million shares in his company to afford Twitter," political and communications strategist Sawyer Hackett tweeted. "Now Twitter is going to take him to court for reneging on the deal and will take even more."
Digital rights campaigners, media critics, and even public health experts had warned that the purchase of Twitter by Musk posed a direct threat to democracy and the common good by placing the highly influential social media platform—which is used by hundreds of millions of people worldwide—under the control of one man.
"From the outset, Elon Musk's attempt to take over Twitter was about advancing his own red-pilled ideological agenda. He was explicit about his intentions, which is why right-wing extremists celebrated the news," Angelo Carusone, president of the watchdog Media Matters for America, said in a statement. "If Musk was to acquire Twitter and follow through with even a fraction of what he had promised to do, Twitter would become a supercharged engine of radicalization."
"With the announcement today that Musk is bailing on the deal, this dark future is now one step closer to being prevented," Carusone added. "Despite what Musk may claim, this deal isn't ending because of Twitter bots or spam accounts. This deal is collapsing because of Elon Musk's own erratic behavior, embrace of extremists, and bad business decisions."
The Verge reports:
Twitter has gone to great lengths to show compliance with Musk's requests. In early June, the company opened up 'firehose' access to its service so that Musk could receive and analyze every tweet as it's posted. The company has also continuously tried to reassure the public that it has spam and bots under control. On Thursday, it told press that it was blocking over a million spam accounts per day, and in May its CEO wrote a long thread about how Twitter determines how many of its users are bots.
It's incumbent that Musk prove that Twitter has breached their agreement, as he can't just pull out the signed agreement because he feels like it. The deal was a potentially lucrative one for Twitter shareholders, offering $54.20 per share, up from the $36.81 it closed at today. There's also $1 billion on the line as a breakup fee that will be paid by the party at fault.
Reaction by Twitter employees was mixed, with one worker telling NBC News: "I guess it feels like we won. But it feels like the end of the movie, where the characters are bloodied and bedraggled with a Michael Bay explosion behind them. We could see this was coming, but in the meantime, he's fucking destroyed the company."
Elon Musk mocked for Twitter takeover flop: ‘literally the funniest thing in the history of corporate law’
Bob Brigham
July 08, 2022
The world's richest man was widely ridiculed on Friday after he attempted to end his attempt to take over Twitter.
"Elon Musk is terminating his $44 billion deal to buy Twitter, according to a filing the billionaire made with the Securities and Exchange Commission Friday," The Washington Post reported. "But legal experts say Musk can’t just walk away from the deal. His April agreement to buy the company included a commitment to go through with the acquisition unless there’s a major change to the business, and legal experts say nothing has happened to meet that threshold."
The situation immediately generated a great deal of commentary on the social networking platform.
"Billionaire puts money first, and it was never actually about 'free speech.' Who could have seen this coming?" asked MSNBC chief legal correspondent Ari Melber.
Attorney Dean Obeidallah wrote, "That sobbing is all the white supremacists, Neo-Nazis and other bigots who were counting on Elon to let them back on so they could help their beloved Donald Trump. Bye Bye Nazis!"
But Bret Taylor, the chairman of Twitter's board of directors, says the company will stick to the deal struck with Musk
"The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery," he wrote.
Here's what others were saying:
Bob Brigham
July 08, 2022
The world's richest man was widely ridiculed on Friday after he attempted to end his attempt to take over Twitter.
"Elon Musk is terminating his $44 billion deal to buy Twitter, according to a filing the billionaire made with the Securities and Exchange Commission Friday," The Washington Post reported. "But legal experts say Musk can’t just walk away from the deal. His April agreement to buy the company included a commitment to go through with the acquisition unless there’s a major change to the business, and legal experts say nothing has happened to meet that threshold."
The situation immediately generated a great deal of commentary on the social networking platform.
"Billionaire puts money first, and it was never actually about 'free speech.' Who could have seen this coming?" asked MSNBC chief legal correspondent Ari Melber.
Attorney Dean Obeidallah wrote, "That sobbing is all the white supremacists, Neo-Nazis and other bigots who were counting on Elon to let them back on so they could help their beloved Donald Trump. Bye Bye Nazis!"
But Bret Taylor, the chairman of Twitter's board of directors, says the company will stick to the deal struck with Musk
"The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery," he wrote.
Here's what others were saying:
Trump touts Elon Musk's Twitter takeover tumult: 'LONG LIVE THE 'TRUTH''
Bob Brigham
July 08, 2022
Donald Trump celebrated the chaos as billionaire Elon Musk attempts to pull out of his deal to buy Twitter, the social media platform that the former president loved until his account was permanently suspended two days after the Jan. 6 Capitol attack "due to the risk of further incitement of violence."
"Elon Musk announced Friday that he will abandon his tumultuous $44 billion offer to buy Twitter after the company failed to provide enough information about the number of fake accounts. Twitter immediately fired back, saying it would sue the Tesla CEO to uphold the deal," The Washington Post reported. "The likely unraveling of the acquisition was just the latest twist in a saga between the world’s richest man and one of the most influential social media platforms, and it may portend a titanic legal battle ahead."
Trump seemed to think it would be good news for his Truth Social clone of Twitter.
"THE TWITTER DEAL IS DEAD, LONG LIVE THE 'TRUTH,'” Trump posted.
While the deal may help Trump financially, it may harm his expected 2024 comeback attempt.
"Musk not buying Twitter is big for the 2024 election. He surely would have reinstated Trump's Twitter. Trump not having Twitter deprives him of a critical megaphone that was really important for him," Touré noted.
On the day of the Jan. 6 attack, Trump had 88.6 million followers on Twitter, he currently has 3.4 million followers on Truth Social.
Bob Brigham
July 08, 2022
Donald Trump celebrated the chaos as billionaire Elon Musk attempts to pull out of his deal to buy Twitter, the social media platform that the former president loved until his account was permanently suspended two days after the Jan. 6 Capitol attack "due to the risk of further incitement of violence."
"Elon Musk announced Friday that he will abandon his tumultuous $44 billion offer to buy Twitter after the company failed to provide enough information about the number of fake accounts. Twitter immediately fired back, saying it would sue the Tesla CEO to uphold the deal," The Washington Post reported. "The likely unraveling of the acquisition was just the latest twist in a saga between the world’s richest man and one of the most influential social media platforms, and it may portend a titanic legal battle ahead."
Trump seemed to think it would be good news for his Truth Social clone of Twitter.
"THE TWITTER DEAL IS DEAD, LONG LIVE THE 'TRUTH,'” Trump posted.
While the deal may help Trump financially, it may harm his expected 2024 comeback attempt.
"Musk not buying Twitter is big for the 2024 election. He surely would have reinstated Trump's Twitter. Trump not having Twitter deprives him of a critical megaphone that was really important for him," Touré noted.
On the day of the Jan. 6 attack, Trump had 88.6 million followers on Twitter, he currently has 3.4 million followers on Truth Social.
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