Elon Musk Offers to End Legal Fight Over $44B Twitter Deal: What You Need to Know

Elon Musk Offers to End Legal Fight Over $44B Twitter Deal: What You Need to Know

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Twitter’s legal battle with  could come to an end soon.

On Monday, Musk’s lawyer sent a  to Twitter that stated Musk intends to move forward with purchasing the company for the original offer price of $54.20 per share. Twitter sued Musk, who leads Tesla and SpaceX, because the billionaire said in July that he no longer wanted to buy Twitter and take the company private. The move comes ahead of a five-day trial that’s scheduled to take place in the Delaware Chancery Court on Oct. 17, potentially capping off a tumultuous transition period for Twitter.

Musk’s attempt to back out of acquiring the social media site has raised concerns about Twitter’s future. The billionaire initially said the deal can’t move forward until he gets proof that fewer than 5% of Twitter’s 229 million daily users in the first quarter were fake or spam-focused, an important metric for understanding Twitter’s ads business. But Twitter alleges in a lawsuit against Musk that the billionaire is trying to pull out of the deal because his personal wealth has fallen, so the acquisition has become more expensive for him.

As part of Musk’s argument for ending the deal, his lawyers have also tried using a that alleges Twitter neglected security problems at the company. Twitter has pushed back against that complaint, calling it inaccurate, inconsistent and lacking in context.

Here’s what you need to know about the ongoing saga between Musk and Twitter:

Why is Musk changing his mind now?

Musk’s lawyers sensed that the case wasn’t going well based on what happened in pretrial hearings, , citing a person familiar with the matter.

Getting out of a merger agreement is also tough and TRAVESTIS SP the legal bar to do so is high. Some analysts also say that Musk’s chances of winning seemed “highly unlikely.”

“Being forced to do the deal after a long and ugly court battle in Delaware was not an ideal scenario and instead accepting this path and moving forward with the deal will save a massive legal headache,” Wedbush Securities analyst Dan Ives wrote in a report after the news broke.

Why did Musk try to end the deal?

Musk appears to have concerns about the future of Twitter’s business, even though he said at a TED2022 conference that he didn’t care about the “economics” of buying Twitter.

Musk’s lawyers allege that Twitter violated parts of the merger agreement and failed to provide the billionaire with information he requested, including about the social network’s calculations of daily users. Twitter makes most of its money from ad sales, so the number of people who can see ads while on the site is an important metric for the company.

Twitter isn’t buying Musk’s explanation and alleges in its lawsuit that his information requests were “designed to try to tank the deal.” The company accuses Musk of trying to back out of the deal because Tesla’s stock price has fallen, so the purchase has become more expensive for him.

“Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away,” the lawsuit said. 

Musk’s lawyers also filed a  against Twitter. The countersuit accuses Twitter of providing misleading information, prompting the billionaire to strike a deal to buy the company at “an inflated price.” Twitter has pushed back against the allegations that the company “hoodwinked” Musk.

Since then, Musk’s lawyers have tried to use other arguments to back out of the deal. In an Aug. 29 letter, they alleged that Twitter violated the merger agreement by not disclosing, or seeking Musk’s consent for, with Peiter “Mudge” Zatko, Twitter’s former head of security, who filed a whistleblower complaint against the company.

Why did Musk want to buy Twitter in the first place?

Musk is an avid user of the service but also one of its loudest critics.

Musk tweeted a poll to his followers in March that asked whether users believed Twitter was protecting free speech. He said the poll results, in which roughly 70% of 2 million respondents answered “no,” would be “very important.” 

The guarantee of free speech in the US Constitution’s First Amendment applies to the government censoring speech but not to companies such as Twitter, which have their own  about what isn’t allowed on their sites.

“Given that Twitter serves as the de facto public town square, failing to adhere to free speech principles fundamentally undermines democracy. What should be done?” Musk said in a follow-up tweet. Then he made an offer to buy Twitter, noting that he believed Twitter needed to be private to accomplish his goal.

Musk referenced free speech again when Twitter announced the deal in April. He also said he wanted to enhance Twitter with new features and promised he would make the service’s algorithms open source, defeat spam bots and authenticate all humans.

“Twitter has tremendous potential,” Musk wrote. “I look forward to working with the company and the community of users to unlock it.”

Progressives have criticized social media companies for failing to crack down on harmful content such as hate speech and harassment. Conservatives claim their speech is being censored. (Twitter has long denied allegations it censors conservatives.) 

On April 19,  that he thinks social media policies “are good if the most extreme 10% on left and right are equally unhappy.” He’s also said he would reverse the ban on , who was booted from the platform after the deadly Jan. 6 Capitol Hill riot because of concerns about inciting violence. Trump has said he doesn’t plan to return to Twitter even if the company lifts the ban.

What has Twitter’s response been?

Twitter says closing the deal is in the best interest of shareholders.

“The intention of the Company is to close the transaction at $54.20 per share,” Twitter spokesman Brenden Lee said Tuesday in a statement.

Initially, it seemed like Twitter was going to turn down Musk’s original offer but the board started to take it more seriously when Musk offered details about how he would finance the deal. The company had adopted a defensive strategy known as the “poison pill” that would make it tougher for Musk to add to his stake in the company. The tactic allowed Twitter to accept a competing offer, if one emerged.

Twitter co-founder  tweeted on April 15 that “as a public company, twitter has always been ‘for sale.’ that’s the real issue.” Twitter has dealt with leadership changes, layoffs and activist investors as a public company. After Twitter announced the deal, Dorsey said he didn’t believe that anyone should own or run Twitter but taking it back from Wall Street is the “correct first step.”

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“Solving for the problem of it being a company however, Elon is the singular solution I trust,” Dorsey tweeted. “I trust his mission to extend the light of consciousness.”

A  with the US Securities and Exchange Commission also shed more light on how the deal came together. Musk spoke to Twitter co-founder  in March about the future of social media and decentralizing social media so users get more control over their data and what content they see.

Musk’s effort to acquire Twitter has been a bumpy one. Musk rejected a seat on Twitter’s board before offering to take the company private. Musk also had a conversation with Dorsey in early April in which Dorsey said he thought Twitter, a publicly traded company, would be better off as a private company, the filing shows.

How did Musk plan to pay for Twitter?

Even for , who’s worth about $220 billion, buying Twitter requires some financial juggling.

In an initial  on April 20, Musk said he had personally committed about $21 billion in equity financing. He also secured about $25.5 billion in debt financing through Morgan Stanley and other financial institutions. 

Since then, Musk has raised capital by selling , presumably for the deal, and lined up $7.1 billion from outside investors. According to , those investors include Sequoia Capital and co-founder . (Ellison sits on Tesla’s .) Saudi Arabian investor Prince Alwaleed bin Talal Bin Abdulaziz Alsaud also agreed to pledge his stake of roughly 35 million shares to the deal.

On , Musk pledged to the deal. He’s now willing to put $33.5 billion toward the acquisition.

What happens next?

Musk’s lawyers are trying to end the legal fight before the start of a trial. Musk and Twitter are expected to meet in court later on Tuesday to discuss moving forward with the deal,  reported. If they agree to do so, the deal could reportedly close in several weeks.

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