Predictably, mercurial billionaire Elon Musk is trying to walk away from his $44 billion acquisition of Twitter. As predictably, Twitter plans to sue him to force him to finalize the deal based on the agreed-upon terms.
“Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, 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,” a regulatory filing reads. “While … Merger Agreement requires Twitter to provide Mr. Musk … all data and information that Mr. Musk requests ‘for any reasonable business purpose related to the consummation of the transaction,’ Twitter has not complied with its contractual obligations.”
As I’m sure you remember, Musk became Twitter’s biggest shareholder in April and then announced that he wished to acquire the company. In late April, the two parties reached an agreement, with Musk to pay $44 billion for the social media giant.
But in the wake of this announcement, Mr. Musk immediately started casting doubts on his intentions, which marked him as the fool that he is and materially impacted Twitter’s financial viability. He complained about Twitter’s board on, well, Twitter, of course. He complained that the service had too many spam accounts despite the fact that Twitter proved to him that it does not. In a particularly low—but telling—moment, he even tweeted a poop emoji at Twitter. Because that’s how childish and terrible he is.
And now he has filed to break the acquisition agreement and walk away from Twitter. Musk’s underhanded tactics have understandably roiled Twitter’s executive staff and employee base.
“You should refrain from Tweeting, Slacking, or sharing any commentary about the merger agreement,” Twitter general counsel Sean Edgett told employees. “I know this is an uncertain time, and we appreciate your patience and ongoing commitment to the important work we have underway.”
Externally, Twitter provided the following statement.
“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.”
So it’s on.
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