Elon Musk says he's terminating $44B Twitter buyout deal

[Scott]

Elon Musk says he's terminating $44B Twitter buyout deal

 

Elon Musk’s tumultuous $44 billion bid to buy Twitter is on the verge of collapse — after the Tesla CEO sent a letter to Twitter's board Friday saying he is terminating the acquisition.

 

Twitter did not immediately respond to a message for comment. It is not entirely clear whether Twitter's board will accept the $1 billion breakup fee or if there will be a court battle over the deal.

The possible unraveling of the deal is just the latest twist in a saga between the world’s richest man and one of the most influential social media platforms.

 

https://www.yahoo.com/finance/elon-musk-says-hes-terminating-213221244.html

 

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The problem for Musk is that it's very unlikely the the Delaware Chancery Court, where such cases are adjudicated, is going to be impressed by his arguments. When he signed that contract, he signed away his rights to due diligence. So arguments that my impress a jury, are extremely unlikely to hold any persuasive power for justices who decide such issues based on actual corporate and contract law.

[expat_4_life]

4 hours ago, placeholder said:

The problem for Musk is that it's very unlikely the the Delaware Chancery Court, where such cases are adjudicated, is going to be impressed by his arguments. When he signed that contract, he signed away his rights to due diligence. So arguments that my impress a jury, are extremely unlikely to hold any persuasive power for justices who decide such issues based on actual corporate and contract law.

He does not actually have to go through with the deal, no court is going to force him to.

 

That does not mean that that he escapes all financial obligation - I believe there is a 1 Billion dollar escape clause.  If he's serious about rescinding his offer completely then that penalty will be litigated.

 

I would suggest that this is more likely a move by Musk to renegotiate the terms of the buyout agreement.

 

We'll see ...

Edited July 9, 2022 by expat_4_life

[Chomper Higgot]

Perhaps Musk is hoping for another run in with the SEC.

 

His antics awfully like an attempt to manipulate stock prices.

[Isaan sailor]

Step up, all TWTR shorts.  This ship’s going down…

[Mac Mickmanus]

58 minutes ago, Chomper Higgot said:

Perhaps Musk is hoping for another run in with the SEC.

 

His antics awfully like an attempt to manipulate stock prices.

Could be that he agreed on the price for Twitter based on their user figures, then became aware that many of those users were actually bots and not real people at all 

[Bluespunk]

4 minutes ago, Mac Mickmanus said:

Could be that he agreed on the price for Twitter based on their user figures, then became aware that many of those users were actually bots and not real people at all 

The existence of bots on twitter was well known prior to musk’s takeover bid.
 

If such a thing was a concern for him then he shouldn’t have signed away his rights to due diligence when he rushed in to take over twitter.

[Mac Mickmanus]

2 minutes ago, Bluespunk said:

The existence of bots on twitter was well known prior to musk’s takeover bid.
 

If such a thing was a concern for him then he shouldn’t have signed away his rights to due diligence when he rushed in to take over twitter.

Yes, it was known about bots on twitter and the amount of bots may have been deliberately underestimated by twitter and they may have given fraudulent figures to up the share price .

   He may have made the offer on the basis that 5 % of users were bots and then found out that the figure was much higher and thus Twitter isn't worth the agree price .

   Let the Courts work out who is in the wrong 

[coolcarer]

From twitter CEO

 

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.
https://twitter.com/btaylor/status/1545526087089696768

 

[Mac Mickmanus]

6 minutes ago, coolcarer said:

From twitter CEO

 

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.
https://twitter.com/btaylor/status/1545526087089696768

 

Would it be legally possible to force someone to buy something ?

[coolcarer]

No idea, imo they should get the 1 billion clause from him, then ban him for life lol

Edited July 9, 2022 by coolcarer

[Bluespunk]

47 minutes ago, Mac Mickmanus said:

Yes, it was known about bots on twitter and the amount of bots may have been deliberately underestimated by twitter and they may have given fraudulent figures to up the share price .

   He may have made the offer on the basis that 5 % of users were bots and then found out that the figure was much higher and thus Twitter isn't worth the agree price .

   Let the Courts work out who is in the wrong 

Tough. 
 

He waived due diligence. 
 

As ye sow so shall ye reap. 
 

Pay up musk. 

[Pattaya Spotter]

I heard this is because there are not any hot women in the senior executive ranks at Twitter for Elon to work with on the birth dearth problem ????????????

[Pattaya Spotter]

12 minutes ago, Mac Mickmanus said:

Would it be legally possible to force someone to buy something ?

They'll argue they have a signed purchase contract and like any contract they can sue to force its enforcement; while Elon will argue Twitter has not fulfilled their end of the bargain (information disclosure). They will settle at some point...Elon wanting to pay less than 1B and Twitter wanting more.

[Pattaya Spotter]

23 minutes ago, coolcarer said:

From twitter CEO

 

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.
https://twitter.com/btaylor/status/1545526087089696768

 

Pretty sure Elon ???? emoji replied ????????????

[coolcarer]

1 minute ago, Pattaya Spotter said:

Pretty sure Elon ???? emoji replied ????????????

He should have just gone to the App Store, you can get it for free there

[Pattaya Spotter]

1 hour ago, Isaan sailor said:

Step up, all TWTR shorts.  This ship’s going down…

The market has been telegraphing this outcome since the day it was announced. Twitter will open down 20-25 percent on Monday at $25-$30 from $37 on Friday!

[Mac Mickmanus]

8 minutes ago, Bluespunk said:

Tough. 
 

He waived due diligence. 
 

As ye sow so shall ye reap. 
 

Pay up musk. 

Musk will have long drawn our Court cases which would take years to resolve , advertisement revenue will fall when advertisings suspect 25 % of twitter users may be bots .

  Considering the current price of twitter shares , Musk will probably buy twitter at a reduced price , say a 25 % discount 

[Isaan sailor]

11 minutes ago, Mac Mickmanus said:

Musk will have long drawn our Court cases which would take years to resolve , advertisement revenue will fall when advertisings suspect 25 % of twitter users may be bots .

  Considering the current price of twitter shares , Musk will probably buy twitter at a reduced price , say a 25 % discount 

I predict a white knight will step in and buy TWTR for a 20% discount from today’s price.  Then, the knight will turn around and seek TWTR to Mr. Musk for a 10% profit.

[Bluespunk]

20 minutes ago, Mac Mickmanus said:

Musk will have long drawn our Court cases which would take years to resolve , advertisement revenue will fall when advertisings suspect 25 % of twitter users may be bots .

  Considering the current price of twitter shares , Musk will probably buy twitter at a reduced price , say a 25 % discount 

He agreed a price.
 

I hope he is forced to pay it or cough up 1 billion. 

[Mac Mickmanus]

3 minutes ago, Bluespunk said:

He agreed a price.
 

I hope he is forced to pay it or cough up 1 billion. 

Is that opinion solely based on the fact that you don't like Musk ?

[vinci]

in the previous post i said he's in for the world of hurt, and hurt he is, his Tesla stock went for a dip and now court battle, he's cocky for dumb reason, he did not try to acquired twitter for business reason, it was his ego trying to show other he's a cocky.

[wombat]

The queen of pump n dump having dumped moves on.
Yo got played suckers.

[placeholder]

For all you legal geniuses out there who believe that the Delaware Court of Chancery can't or won't force Musk to honor his contract:. It's about a clause in the contract called a "specific performance" clause.

"How it works: Section 9.9 of the Musk-Twitter merger agreement says that the company "shall be entitled to specific performance or other equitable remedy to enforce [Musk's] obligations," assuming various other conditions are satisfied.

The key precedent is IBP Inc. v. Tyson Foods Inc, with Don Tyson of Tyson Foods playing the role of Elon Musk. He tried to back out of an agreed acquisition of IBP, but in 2001 was forced to buy the company anyway by the Delaware Chancery Court."

https://www.axios.com/2022/07/09/twitter-elon-musk-specific-performance

Keep in mind that Musk's position is even weaker because he gave up the right to due diligence.

Of course, if he loses the case in court, he might still refuse to pay. No one knows what might happen if he does this. It would probably thrill his fanboys who tend to love authoritarian figures who disregard the law.

 

[Mac Mickmanus]

3 minutes ago, placeholder said:

For all you legal geniuses out there who believe that the Delaware Court of Chancery can't or won't force Musk to honor his contract:. It's about a clause in the contract called a "specific performance" clause.

"How it works: Section 9.9 of the Musk-Twitter merger agreement says that the company "shall be entitled to specific performance or other equitable remedy to enforce [Musk's] obligations," assuming various other conditions are satisfied.

The key precedent is IBP Inc. v. Tyson Foods Inc, with Don Tyson of Tyson Foods playing the role of Elon Musk. He tried to back out of an agreed acquisition of IBP, but in 2001 was forced to buy the company anyway by the Delaware Chancery Court."

https://www.axios.com/2022/07/09/twitter-elon-musk-specific-performance

Keep in mind that Musk's position is even weaker because he gave up the right to due diligence.

Of course, if he loses the case in court, he might still refuse to pay. No one knows what might happen if he does this. It would probably thrill his fanboys who tend to love authoritarian figures who disregard the law.

 

Will Twitter want to persists with a long drawn out Court case, which could take years to settle ?

   Not good publicity for them, taking legal action to force someone to buy them after that persons raises the concern about the amount of bots that compromise tweets  .

[placeholder]

1 minute ago, Mac Mickmanus said:

Will Twitter want to persists with a long drawn out Court case, which could take years to settle ?

   Not good publicity for them, taking legal action to force someone to buy them after that persons raises the concern about the amount of bots that compromise tweets  .

Oh please. This is not news. It's been known for a long time that it's not easy to determine what percentage of twitter accounts are bots. Moreover, keep in mind that it's Elon Musk making the accusations. Not exactly a trusted source. But certainly a highly self-interested one.

[Mac Mickmanus]

1 minute ago, placeholder said:

Oh please. This is not news. It's been known for a long time that it's not easy to determine what percentage of twitter accounts are bots. Moreover, keep in mind that it's Elon Musk making the accusations. Not exactly a trusted source. But certainly a highly self-interested one.

Twitter have been refusing to divulge the information which would give a better indication to how many bots they have .

   It was thought that about 5 % of accounts are bots , but it could possibly be about 30 % . 

   Twitter are withholding information, which suggests that have something to hide 

[placeholder]

11 minutes ago, Mac Mickmanus said:

Twitter have been refusing to divulge the information which would give a better indication to how many bots they have .

   It was thought that about 5 % of accounts are bots , but it could possibly be about 30 % . 

   Twitter are withholding information, which suggests that have something to hide 

Twitter has always noted that the 5% is an estimate and could be higher. Twitter is under no obligation to release any data to the boy genius since he waived the right to due diligence. But in fact it did release a flood of information to Musk. Musk is using this alleged lack of info to claim "adverse material effect". The Delaware courts have set a very very high bar for such a claim to hold water. 

[Bluespunk]

1 hour ago, Mac Mickmanus said:

Is that opinion solely based on the fact that you don't like Musk ?

No. 

[Mac Mickmanus]

4 minutes ago, placeholder said:

But in fact it did release a flood of information to Musk

But they didn't release the information which would show how many user bots they have