Did Musk buy Twitter

[Tam]

"In one fell swoop, Musk has singlehandley destroyed a public company. Destroyed it because he has the money, connections, and the ruthless aggression to do it.

The blunt truth is Musk probably doesn't give a damn that he has left a platform used around the world in utter shambles. It comes with the territory with people like Musk."

Elon Musk has turned Twitter into dead money: Morning Brief

Twitter now looks uninvestable as Elon Musk says no deal. More on that, and what else to watch in markets on Monday, July 11, 2022.

finance.yahoo.com

 

[TSLY]

UPDATE: Elon wants to buy Twitter with Tesla Tokens.

 

[Tam]

Twitter is asking for a September court trial for 4 days.

The deal's deadline is 10/24/2022 so the verdict needs to finalized by then.

I don’t think I can hold my breath for 3 months.

 

[HankLloydRight]

https://twitter.com/x/status/1545625381272576002

 

[Tam]

The first hearing will be next Tuesday 7/19/2022:

Judge in Twitter v. Musk once made rare ruling: ordering a deal to close

The judge overseeing Twitter Inc's $44 billion lawsuit against Elon Musk has a no-nonsense reputation as well as the distinction of being one of the few jurists who has ever ordered a reluctant buyer to close a U.S. corporate merger.

www.reuters.com

 

[stopcrazypp]

Saw this analysis and it seems to agree with my assessment months ago that given Elon went into the deal with the idea of "fixing" the spam bot problem at Twitter, him trying to back out based on spam accounts being high seems simply to be an excuse to back out due to buyers remorse, not something that would be a valid reason to back out (in terms of something he was not expecting).

At the time however, I wasn't really following the details of the deal and was not aware a merger agreement was already signed (which changes things significantly, as Elon would no longer be in the "due diligence" period).

Basically if the case goes all the way through the trial, and Twitter insists on the deal happening (as opposed to settling or taking a penalty) Elon has an extremely high chance of losing. The current arguments his lawyers are presenting are not convincing vs the terms required by the signed agreement, especially given the burden of proof is on Elon, not on Twitter.

 

[HankLloydRight]

He deserves whatever he gets.

I used to be a big Elon fan, always defending him as an eccentric genius.

But over the last few months he's gone full-on whackadoodle and I feel has lost sight of what his original mission was. Now it's just "I'll do [and screw] whatever and whoever whenever I want". He's lost all control of himself, which is sad.

This Twitter thing was a mistake from the moment he conceived it. Now he just wants to back out while saving face and make it look like Twitter did him wrong. I don't think he'll succeed. Which is a good thing because he has to learn, like every 10 year-old eventually learns, you can't always get what you want (but you just might find you get what you need).

 

[Tam]

The Tuesday court date is over just now.

Elon Musk wants the trial's start date to February 2023 to process all those raw data to prove that Twitter has more than 5% bots.

Twitter wants the trial's date on September because the longer they wait, the more damages it will get after all those disparages from Elon Musk.

The court sided with Twitter's rationale and set a date for October this year or about three months from now.

Thus, the likelihood of a long trial for years seems to be more unlikely.

Twitter-Musk takeover dispute heading for an October trial

Elon Musk lost his fight to delay Twitter’s lawsuit against him as a Delaware judge on Tuesday set an October trial, citing the “cloud of uncertainty” over the social media company after the billionaire backed out of a deal to buy it.

apnews.com

 

[Knightshade]

A trial lasting years was never likely.

The fact the judge gave twitter nearly as fast a trial as they wanted, and nowhere near as slow a one as Musk wanted... and the judge specifically cited that it was unlikely anything BUT specific performance would be a sufficient remedy for twitter, is quite bad for Musks case.

It suggests the judge isn't buying the nonsense about knowing the 'real' mDAU having any relevance to the actual merger agreements terms.

 

[stopcrazypp]

The Tuesday court date is over just now.

Elon Musk wants the trial's start date to February 2023 to process all those raw data to prove that Twitter has more than 5% bots.

Twitter wants the trial's date on September because the longer they wait, the more damages it will get after all those disparages from Elon Musk.

The court sided with Twitter's rationale and set a date for October this year or about three months from now.

Thus, the likelihood of a long trial for years seems to be more unlikely.

Twitter-Musk takeover dispute heading for an October trial

Elon Musk lost his fight to delay Twitter’s lawsuit against him as a Delaware judge on Tuesday set an October trial, citing the “cloud of uncertainty” over the social media company after the billionaire backed out of a deal to buy it.

apnews.com

Any lawyer that looked at this said clearly given the court it's being tried in, the prospect of a trial that drags for years had no possibility at all in the first place.

As per analysis posted earlier, Twitter having more than 5% bots is largely irrelevant to the transaction, especially given Twitter can easily point to earlier statements Musk made that one of the primary goals of buying Twitter was to fix the bot problem, which presumably would increase Twitter's value after that is done. Core issue being that Elon is no longer in his due diligence period.

 

[HankLloydRight]

ore issue being that Elon is no longer in his due diligent period.

He never had one to begin with... didn't he waive his DD? (like an idiot?)

 

[Knightshade]

He never had one to begin with... didn't he waive his DD? (like an idiot?)

This keeps getting misunderstood.

DD is typically a thing you do before you make your actual final offer.

Usually it goes like this:

Buyer: I am considering buying your company. He's some proof I'm serious about it....

Seller: Ok, cool...

Buyer: So first I wanna just check a couple things under the hood here.... *lists stuff he wants to know*

Seller: Sure- you'll need to sign these NDAs and then we'll share the details.

Buyer: Ok, cool...

THAT is how DD normally works.

If after that the buyer is happy with what he saw, he makes his offer.



Elon just skipped right to that last step.

He didn't "waive" it, he just skipped it.




Now, there ARE cases where there's DD after the offer.

But only in cases where the purchase agreement specifically calls it out

Like maybe it's something really important they want more assurance than just an NDA for before they share it..... or maybe the merger agreement has 6 months to close, and the buyer is gonna wanna access to your next quarters financial data halfway through or something so they CAN'T give it to the buyer before they sign.

In this case, the agreement didn't call anything like that out.

The only "data" Twitter is obligated to provide is what is specifically needed to CLOSE the merger. Not stuff needed to decide if it the offer was even a good idea or not.

That ship has sailed.

 

[stopcrazypp]

He never had one to begin with... didn't he waive his DD? (like an idiot?)

Most reports claim he waived it but, some analysis say he didn't seek it in the first place and that such periods are not necessarily incorporated in merger agreements by default. Basically the merger agreement is already an agreement to buy and you are supposed to done due diligence beforehand.

 

[stopcrazypp]

This keeps getting misunderstood.

DD is typically a thing you do before you make your actual final offer.

Usually it goes like this:

Buyer: I am considering buying your company. He's some proof I'm serious about it....

Seller: Ok, cool...

Buyer: So first I wanna just check a couple things under the hood here.... *lists stuff he wants to know*

Seller: Sure- you'll need to sign these NDAs and then we'll share the details.

Buyer: Ok, cool...

THAT is how DD normally works.

If after that the buyer is happy with what he saw, he makes his offer.



Elon just skipped right to that last step.

He didn't "waive" it, he just skipped it.




Now, there ARE cases where there's DD after the offer.

But only in cases where the purchase agreement specifically calls it out

Like maybe it's something really important they want more assurance than just an NDA for before they share it..... or maybe the merger agreement has 6 months to close, and the buyer is gonna wanna access to your next quarters financial data halfway through or something so they CAN'T give it to the buyer before they sign.

In this case, the agreement didn't call anything like that out.

The only "data" Twitter is obligated to provide is what is specifically needed to CLOSE the merger. Not stuff needed to decide if it the offer was even a good idea or not.

That ship has sailed.

I think most people expect due diligence due to the fact that the large transaction most people are used to are home purchases, and by default standard home purchase agreements have a due diligence period even after you have made your final offer and agreed to a price. You have to specifically waive that explicitly (which is done when a house is in high demand). This merger agreement obviously does not operate in the same way.

 

[sleepydoc]

Are there any laws that allow cancellation of a purchase agreement outside of the terms written into the agreement itself? I’m curious as to how the trial will proceed. As has been pointed out, Elon’s publicly stated reason for purchasing Twitter was to ’clean up the bots.’ I have not seen the purchase agreement but he reportedly made an offer without due diligence and now wants to back out supposedly due to information he’s received since making the offer. I suspect he will try to have this information supplied and admitted as evidence in the trial, but if the offer did not require or make any contingencies based the information then I would expect any attempt to do so would be blocked.

This seems like it should be relatively straightforward. If Elon is not abiding by the terms of the purchase agreement/contract then he is in breech of said contract. It’s never that easy with lawyers, though. I suspect what will happen is there will be a settlement for an ‘undisclosed sum.’ Elon will leave poorer, a lot of lawyers will make a lot of money and twitter will have some scars but move on.

 

[Knightshade]

Are there any laws that allow cancellation of a purchase agreement outside of the terms written into the agreement itself?

For things like corporate M&A? Not really.

That's why your purchase agreements are as long as they are.

I’m curious as to how the trial will proceed. As has been pointed out, Elon’s publicly stated reason for purchasing Twitter was to ’clean up the bots.’ I have not seen the purchase agreement

Why not?

It's been posted online repeatedly and is a good basis for having any reasonable discussion about the deal.

but he reportedly made an offer without due diligence

True.

and now wants to back out supposedly due to information he’s received since making the offer.

NOT entirely true.

Instead, he is claiming he hasn't gotten ENOUGH information. Even though the info he wants isn't required to be given to him in the agreement.

Typically this is info you either ask for BEFORE making an offer (and refuse to make an offer if you don't like the answer or aren't given what you want)
or it's info you explicitly include as the seller being required to give you after signing the agreement and he didn't do that either.

I suspect he will try to have this information supplied and admitted as evidence in the trial, but if the offer did not require or make any contingencies based the information then I would expect any attempt to do so would be blocked.

Yup.

The info he's asking for isn't actually relevant to the legal questions before the court.

This seems like it should be relatively straightforward. If Elon is not abiding by the terms of the purchase agreement/contract then he is in breech of said contract.

Also yes, which is why the judge didn't give him the extra 6 months he was asking for delaying the trial.

 

[Tam]

The court date is set for Monday 10/17/2022.

Elon Musk and Twitter trial will start Oct. 17

Twitter is suing Musk for pulling out of a deal he made to buy the company for around $44 billion.

www.cnbc.com

 

[Tam]

It sounds simple enough: Musk will go ahead with the original deal provided Twitter drops the lawsuit.

"The two sides are discussing how to drop the litigation, while guaranteeing that the deal will be completed, according to a person close to the talks."

Elon Musk says he's willing to buy Twitter after all

The Tesla CEO tells Twitter that he'll go ahead with the original deal to buy the company for $44 billion, or $54.20 a share, possibly averting a trial set for later this month.

www.gpb.org

Is there any chance that Twitter still wants the deal but refuses to drop the lawsuit?

 

[Knightshade]

It sounds simple enough: Musk will go ahead with the original deal provided Twitter drops the lawsuit.

"The two sides are discussing how to drop the litigation, while guaranteeing that the deal will be completed, according to a person close to the talks."

Elon Musk says he's willing to buy Twitter after all

The Tesla CEO tells Twitter that he'll go ahead with the original deal to buy the company for $44 billion, or $54.20 a share, possibly averting a trial set for later this month.

www.gpb.org

Is there any chance that Twitter still wants the deal but refuses to drop the lawsuit?

... if he's already buying at full price, what would the lawsuit be about?

They're literally only suing to force him to buy at full price (specific performance)

 

[sleepydoc]

It sounds simple enough: Musk will go ahead with the original deal provided Twitter drops the lawsuit.

"The two sides are discussing how to drop the litigation, while guaranteeing that the deal will be completed, according to a person close to the talks."

Elon Musk says he's willing to buy Twitter after all

The Tesla CEO tells Twitter that he'll go ahead with the original deal to buy the company for $44 billion, or $54.20 a share, possibly averting a trial set for later this month.

www.gpb.org

Is there any chance that Twitter still wants the deal but refuses to drop the lawsuit?

Or it's a means to cancel the lawsuit while he finds another way of canceling the deal. Never assume anything