Elon Musk vs. Twitter drama finally ends with agreement to buy social media company for original price



Tesla CEO Elon Musk's $44 billion deal to buy Twitter is back on after the multi-billionaire offered to close the deal, which would put an end to pending litigation and a dramatic back-and-forth with the social media company.

Musk made his proposal in a letter to Twitter that was filed with the Securities and Exchange Commission on Monday and first reported by Bloomberg. Twitter issued a statement saying the company has agreed sell at Musk's original asking price of $54.20 per share.

"We received the letter from the Musk parties which they have filed with the SEC. The intention of the Company is to close the transaction at $54.20 per share," Twitter said.

\u201cTwitter issued this statement about today's news: We received the letter from the Musk parties which they have filed with the SEC. The intention of the Company is to close the transaction at $54.20 per share.\u201d
— Twitter Investor Relations (@Twitter Investor Relations) 1664911853

Musk's attorneys wrote that deal will close pending a Delaware judge's agreement to stay Twitter's pending lawsuit against Musk and the ability of Musk to secure financing.

“The Musk Parties provide this notice without admission of liability and without waiver of or prejudice to any of their rights, including their right to assert the defenses and counterclaims pending in the Action, including in the event the Action is not stayed, Twitter fails or refuses to comply with its obligations under the April 25, 2022 Merger Agreement or if the transaction contemplated thereby otherwise fails to close," the letter said.

The letter brings an end to the drama over Musk's attempt to acquire Twitter. The billionaire businessman purchased a 9.6% stake in the company before rejecting a seat on Twitter's board and threatening a hostile takeover. He offered to buy out Twitter for $44 billion in April but then tried to back out of the deal in July by claiming that Twitter had made false claims about how many fake or bot accounts are on its platform. After Twitter sued Musk to make him follow through with the agreement, he added claims from a whistleblower that Twitter deceived regulators about "extreme, egregious deficiencies" in combating hackers and spam to his complaint.

Outside observers had predicted that Musk's effort to back out of the deal was likely to fail. Some analysts suggested that he was trying to negotiate a lower sale price from Twitter.

"Musk proceeding with Twitter deal at $54.30. Writing was on the wall he could not win in Delaware and this saves both sides a long and ugly court battle ahead," said Wall Street tech analyst Daniel Ives.

\u201cMusk proceeding with Twitter deal at $54.30. Writing was on the wall he could not win in Delaware and this saves both sides a long and ugly court battle ahead. Musk will now own the Twitter platform as an end to this saga and soap opera that began in April.\u201d
— Dan Ives (@Dan Ives) 1664900472

Musk was scheduled to be deposed in the Delaware Chancery Court on Thursday and Friday.

Twitter shares surged as much as 18% on the news that he offered to complete the deal, according to Deadline.

Twitter will comply with Elon Musk's demands to turn over its data: Report



Days after Elon Musk accused Twitter of being in "material breach" of the contract for Musk to acquire the social media company, Twitter's board has agreed to give the billionaire full access to its data.

As soon as this week, Twitter will provide Musk with a "firehose" of data including a real-time record of the more than 500 million tweets sent daily, what devices they come from, and information about the accounts that tweet, the Washington Post reported Wednesday.

The board's acquiescence is a win for Musk, who put his $44 billion deal to buy Twitter on hold and even threatened to back out if Twitter would not hand over information that would let his team calculate the number of fake or spam accounts on its platform.

Defeating "spam bots" is among the Tesla and SpaceX CEO's top priorities for Twitter once he takes the company private. Musk has pledged to "authenticate all real humans" and purge fake accounts from the social media website or "die trying."

On May 13, he said that his deal to buy Twitter could not move forward until he verified Twitter's claim that spam or fake accounts make up fewer than 5% of Twitter users. Musk has estimated the number is closer to 20% — a claim backed by some independent researchers — but he has repeatedly insisted he needs access to Twitter's data to know for sure.

Tech industry insiders have voiced skepticism that Musk will be able to use Twitter's data to find any new information. According to the Washington Post, they think it is far more likely Musk is searching for a way to leverage a lower purchase price for Twitter, since a high percentage of spam accounts would mean the company's estimates for how many users are exposed to advertising are overstated, which could affect revenue.

Analysts have also speculated Musk may be searching for a way to kill the deal — if he could prove that Twitter significantly misrepresented the company's value, he would be able to walk away without paying a $1 billion breakup fee or being liable to face lawsuits.

Twitter leadership until now has been reluctant to share internal data with Musk since he waived his right to examine the company's finances and inner workings in the purchase agreement he signed in April.

On Monday, Musk's legal team sent a letter to Twitter accusing the company of violating its obligation to turn over information on spam accounts that he had been requesting since May 9.

"As Twitter’s prospective owner, Mr. Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing. To do both, he must have a complete and accurate understanding of the very core of Twitter’s business model—its active user base," Musk's lawyers wrote.

"If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company’s reluctance to allow Mr. Musk to independently evaluate those estimates," the letter stated.

In a statement on Monday, Twitter said it "has and will continue to cooperatively share information with Mr. Musk to consummate the transaction in accordance with the terms of the merger agreement."

"We believe this agreement is in the best interest of all shareholders. We intend to close the transaction and enforce the merger agreement at the agreed price and terms.”

Bloomberg reported on Wednesday that Twitter's shareholders will vote to approve Musk's deal in late July or early August, after the Securities and Exchange Commission gives a green light to the agreement.

According to SEC filings, Musk is funding his bid to acquire Twitter with more than $33 billion of his personal wealth, and is seeking additional financing commitments from former Twitter CEO Jack Dorsey and other shareholders.

Elon Musk accuses Twitter of 'material breach' of deal, threatens to walk away



Tesla and SpaceX CEO Elon Musk is accusing Twitter of refusing to turn over information on spam bot and fake accounts and has threatened to back out of his deal to acquire the company for $44 billion.

Musk's lawyers sent a letter to Twitter's chief legal officer Monday stating that the company is "actively resisting and thwarting his information rights."

"This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement," the letter states.

Twitter disclosed the letter in a filing with the U.S. Securities and Exchange Commission.

The letter states that Musk has made repeated requests since May 9 for information that would allow him to evaluate how many spam and fake accounts are on the company's platform. Instead of providing that information, Twitter has offered to provide details on the company's internal testing methodologies, which Musk's lawyers say is "tantamount to refusing Mr. Musk's data requests."

"Twitter's effort to characterize it otherwise is merely an attempt to obfuscate and confuse the issue," Musk's attorneys said.

Twitter has previously estimated that fewer than 5% of its 229 million accounts are fake or bot accounts, but Musk has rejected that assessment. The billionaire claims the real number could be higher than 20% and has said that the deal made in April to buy Twitter for $54.20 per share and take it private cannot be completed until he receives an accurate count.

\u201c@Teslarati 20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher.\n\nMy offer was based on Twitter\u2019s SEC filings being accurate.\n\nYesterday, Twitter\u2019s CEO publicly refused to show proof of <5%.\n\nThis deal cannot move forward until he does.\u201d
— TESLARATI (@TESLARATI) 1652748142

"At this point, Mr. Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Mr. Musk’s own analysis of that data will uncover," the letter states. "If Twitter is confident in its publicized spam estimates, Mr. Musk does not understand the company’s reluctance to allow Mr. Musk to independently evaluate those estimates."

Stock prices for Twitter Inc. took a hit Monday, sliding 1.6% after news of Musk's threat broke.

In a statement to the Associated Press, Twitter said it "has and will continue to cooperatively share information with Mr. Musk to consummate the transaction in accordance with the terms of the merger agreement.”

“We intend to close the transaction and enforce the merger agreement at the agreed price and terms,” it added.