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Elon Musk tries to walk away from Twitter deal

 2 years ago
source link: https://www.axios.com/2022/07/08/elon-musk-twitter-deal-terminating
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Updated Jul 8, 2022 - Economy & Business

Elon Musk tries to walk away from Twitter deal

Photo illustration of Elon Musk next to the twitter logo
Photo illustration: Sarah Grillo/Axios. Photo: Dimitrios Kambouris/Getty Images for The Met Museum/Vogue

Elon Musk will try to bail on his $44 billion agreement to buy Twitter, claiming that the social media company hasn't met its contractual obligations, according to a statement filed with the U.S. Securities & Exchange Commission.

Why it matters: This could set up a massive legal fight between Musk and Twitter, with a Delaware court as the deal's ultimate arbiter.

Behind the scenes: Musk largely waived due diligence before agreeing to buy Twitter at a price that seemed high even before the broad decline in tech stocks.

  • Since signing the deal, however, he's argued that Twitter is likely undercounting the number of "bot" accounts on its platform and demanded access to related data.
  • Twitter has provided Musk with some data, but also has maintained its intentions to close the merger at the agreed-upon price and terms.
  • In his letter to the SEC, Musk also argues that Twitter's decision to fire two top executives breached the merger agreement, as did certain employee layoffs and hiring freezes.
  • Musk had agreed to pay Twitter $1 billion were he to walk away, but there were exceptions for "material adverse effects," which Musk is claiming may have occurred. As such, he's effectively arguing that he owes Twitter nothing.
  • It's also worth noting that Musk is being investigated by the SEC for the timing of his public disclosures related to Twitter stock acquisitions earlier this year.

What to know: Twitter will sue to enforce the deal, under a merger term called "specific performance" that theoretically could result in a Delaware judge forcing Musk to buy the company. It also could seek damages.

  • "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," Twitter chairman Bret Taylor said.

Go deeper: The Musk-Twitter timeline

Go deeper

Elon Musk's Twitter deal becomes debate topic on the platform

Photo illustration: Sarah Grillo/Axios. Photo: Dimitrios Kambouris/Getty Images for The Met Museum/Vogue

The state of Elon Musk's Twitter acquisition became a popular conversation point on Twitter yesterday in response to the Washington Post's story alleging the deal was "in serious jeopardy."

Context: The Post reported that Musk's team stopped engaging in some funding discussions and that his team continues to be concerned about spam accounts on the platform.

Column / Signal Boost

Musk, Twitter fight media proxy war over fake accounts

Photo illustration: Sarah Grillo/Axios. Photo: Britta Pedersen-Pool/Getty Images

Elon Musk's team and Twitter management both took to the media Thursday to plead their cases in an ongoing argument over fake accounts, bots and spam that might scuttle Musk's deal to acquire the social media platform.

Driving the news: Sources close to Musk told the Washington Post Musk's team has "concluded that Twitter’s figures on spam accounts are not verifiable" and that the deal is "in serious jeopardy."

Court filing reveals Elon Musk has 9 known kids

Photo: Dimitrios Kambouris/Getty Images for The Met Museum/Vogue

The known total of Elon Musk's kids rose to nine when Insider reported he had twins in November with Shivon Zilis, a director at Neuralink, the brain-interface company where Musk is a founder and co-CEO.

Driving the news: Neither has spoken publicly about the twins. Insider obtained Austin court documents approving a name change for the babies.


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