back to article Musk repeats threat to end $46.5bn Twitter deal – with lawyers, not just tweets

Elon Musk is prepared to terminate his takeover of Twitter, reiterating his claim that the social media biz is covering up the number of spam and fake bot accounts on the site, lawyers representing the Tesla CEO said on Monday. Musk offered to acquire Twitter for $54.20 per share in an all-cash deal worth over $44 billion in …

  1. Snake Silver badge

    Just end it already

    If your perspective "partner" is this argumentative before the wedding merger ever takes place, all it means is doom from the start. End it before it even begins - nobody is happy inside a shotgun wedding.

    1. Anonymous Coward
      Anonymous Coward

      Re: Just end it already

      He can't, he already agreed the deal.

      It's not a wedding or a merger, he is buying the company from the shareholders. Shareholders will be happy with their Elon money, they are not in a relationship with him, its a sale.

      Then his Tesla share price tanked, and he wanted a discount on Twitter, so he tried to add a "prove how many bots are Twitter users or give me a discount" thing, which is garbage he made up to try to cover his ass.

      Buyers remorse is not a legal principal.

      1. Doctor Syntax Silver badge

        Re: Just end it already

        This seems to be a further development of the technique started by HP. Make an offer but bypass due diligence. When buyer's remorse sets in blame the entity you were buying. The development is to advance the buyer's remorse so that it happens before the deal is finalised rather than afterwards.

      2. Anonymous Coward
        Anonymous Coward

        Re: Just end it already

        Yep, no incentive for the shareholders to let him walkaway from it. They get $54.20 per share today rather than possibly waiting until the future before they might see that price per share again.

        Musk failed at due diligence ahead of time. He signed the deal and if this stipulation was not in it, you can't add it after the fact unless agreed by both sides. There is no incentive for anyone but Musk to get it added.

        Once the shareholders get bought out, they don't care what happens to Twitter. If it crashes and burns to the ground, so be it.

        When the deal was announced many stated that a premium was being paid. Now Musk doesn't want to pay that premium.

  2. HildyJ Silver badge
    Pint

    Thoughts as I munch my popcorn

    If a public corporation were negotiating to buy Twitter, it would be a matter of course to bring in their own auditors to review Twitter. Indeed, it would be a breach of their responsibility to the shareholders if they didn't (and there have been investor lawsuits about this).

    From what I read Musk (or the lawyer standing behind him with a tranquilizer gun) wants to bring in his own auditors to review Twitter's bot estimates.

    This seems like a very reasonable thing and it seems like the only reason Twitter is resisting is that, in addition to assigning the study, they assigned the conclusion.

    Given Musk's other financing moves, he seems to still want to buy Twitter. But at a lower price.

    I'm going to need more popcorn but since ElReg ® refuses to give us a popcorn icon I'll just have to go with my beverage of choice.

    1. Howard Sway Silver badge

      Re: This seems like a very reasonable thing

      It might do, if you're not aware that he turned down the chance to do due diligence checks before making his offer. By not bothering to do this he ensured that if he tries to get out of paying the $billion breakage fee on the basis that he "didn't know" something, it won't work.

    2. Anonymous Coward
      Anonymous Coward

      Re: Thoughts as I munch my popcorn

      It does seem like a sensible thing to do.

      In fact it's exactly the kind of thing a sensible, responsible buyer would have done before agreeing a price and making a commitment to buy.

      And then we have Elon, a giant man baby who's soiled himself in public and is now trying to weasel out of it.

    3. GruntyMcPugh Silver badge

      Re: Thoughts as I munch my popcorn

      Musk never intended to buy Twitter. He just needed some vague excuse to liquidate some massively over priced Tesla stock while it was still massively over valued, without spooking the market so the remainder of his massively over valued stock remained massively over valued until he can think of yet another ruse to dispose of some more. Tesla makes money, Twitter doesn't. Musk is an a-hole, but he's not stupid, he's really not going to buy a money pit, but he'll happily con people he is, so they won't look at what his other hand is doing.

    4. John Brown (no body) Silver badge

      Re: Thoughts as I munch my popcorn

      "If a public corporation were negotiating to buy Twitter, it would be a matter of course to bring in their own auditors to review Twitter."

      Of course, sometimes even the auditors have no idea what's going on and can still go all HP shaped, "costing" $billions :-)

  3. Winkypop Silver badge
    Trollface

    The days of our Musk

    The Musk and the beautiful

    The young and the Musk

    As the Musk turns

    Peyton Musk

    Muskerdale

    Coronation Musk

    Musk and away

    The soap opera continues…

  4. DS999 Silver badge

    You can't make an offer

    That specifically eschews due diligence, then expect to be able to drop the offer because they won't give you access to every scrap of data needed to perform due diligence.

    I thought Musk was supposed to be smart?

    1. Alumoi Silver badge

      Re: You can't make an offer

      smart ≠ intelligent

      1. sreynolds Silver badge

        Re: You can't make an offer

        He doesn't need intelligence to be smart. But it's not smart to offer such a premium on an overpriced stock when you don't and/or it would appear cannot raise the capital.

      2. ecofeco Silver badge

        Re: You can't make an offer

        Exactly and neither does being rich, a very common mistake most people make.

    2. Flocke Kroes Silver badge

      Re: supposed to be smart

      He is smart when it comes to running a rocket company. He is an absolute genius at sounding like a clueless angry half-wit on Twitter.

      If he wanted out of the deal the smart thing to do would be tweeting ways to make Twitter more profitable. That would send the share price higher than the offer and the Twitter board would be looking for a way out. Thinking while typing is not one of Elon's skills. He really needs to take the SEC's advice and get adult supervision on the internet.

  5. Chubango

    Imagine a world where blatant stock manipulation like this resulted in actual punishment. A world where the SEC was an independent agency with teeth, instead of regulated by the industry itself. Maybe such a fantastical world would also allow normal people to invest and expect medium and long-term results instead of having the market rigged by sociopaths who create "value" only for themselves by shorting, bundling derivatives and toxic assets and leaving others holding the bag.

    I expect the muskrat will not be held accountable yet again.

    1. Jellied Eel Silver badge

      Imagine a world where blatant stock manipulation like this resulted in actual punishment.

      Nice idea. I'm not exactly a Musk fan, but I think he has a point.

      So 'social media' companies are notoriously difficult to value using traditional fundamentals, ie Twitter and Tesla are worth 3x revenues. SM companies seem to base their values on active users, so if Twitter's claims of 5% are false, that's price affecting and the SEC may demand the truth.

      Also curious if 'due diligence' can really be denied, and people may be expected to pay billions for a company essentially sight unseen. If Twitter has consistently overstated bot accounts, that would appear a bit fraudulent, so should be investigated.

      1. DS999 Silver badge

        Musk's offer stated there would be with due diligence. It isn't being "denied", he is the one who refused it!

        In terms most people can understand, it is like making an offer on a house waiving the inspection. You might do that to speed the sale (this is common in flips where you are going to renovate it anyway) but you have to understand the consequences of doing so. After the offer is accepted you can't then tell the seller "I need access to the property to conduct an inspection" and get mad when they refuse. That's basically what Musk is doing here.

        1. DS999 Silver badge

          Ugh re-reading I made a typo, it should say "Musk's offer stated there would be no due diligence"

  6. WereWoof
    Trollface

    HPE

    This looks like it is could to be like an HP/Autonomy saga *gets the popcorn*

    1. FILE_ID.DIZ
      Thumb Down

      Re: HPE

      No - this is the act of a man-child who is inconvenienced by the very dense and negotiated merger agreement he accepted.

      All of this bitching should have been done in private, prior to the public announcement of the purchase of Twatter. It is the very nature of his public discourse that contributed to both Twatter and Tesla to tank in the past few weeks.

      You don't agree to buy a company without kicking the tires. And since this is a publicly listed company (twatter), all that tire kicking is done privately - well before announcing that you're going to buy the company.

      It used to be said that while President, Trump should to have his phone taken away from him from time to time because of his stupid twatter posts. The same recommendation applies to the Musky One. He needs to get off Twatter while discussing his purchase of Twatter. Anything less than a complete blackout is only hurting both Twatter... and Tesla.

      He's a jackass and a man-child.

      1. Cederic Silver badge

        Re: HPE

        What's a man-child? Is it the same as a man baby soiling himself in public (as someone above described Musk)?

        I'm confused, why are people using such pejoratives to describe someone with a net worth somewhere over the $100 billion mark? Is it really possible that he's done that by accident and is in fact an incontinent child in an adult's body?

        It reeks of, well, character assassination. Why? What's scaring you about this man?

        Incidentally your 'should have been done in private' has been happening for the past few weeks, in private. Bringing the conversation into the public domain will be a very intentional thing, to produce a clear response. Whether the desired response is Twitter stumping up the needed information, or sinking the Twitter share price further, or maybe even triggering the Texas DA to initiative an investigation into Twitter, you'll have to ask Musk. But at least do him the courtesy of trying to understand why he's doing these things, instead of just casting slurs.

        1. Steve K Silver badge

          Re: HPE

          As has been mentioned, he specifically signed away the right to go through the books when he signed the contract.

          He therefore can’t bitch about wanting to do his due diligence now.

          1. Gerry Hatrick

            Re: HPE

            Thank goodness you're privvy to the deal. Any actual facts or just nonsense you've made up? Perhaps your understanding of billion dollar deals is lacking. If there's a citation to your claim, I'd be delighted to read it.

            1. pluraquanta

              Re: HPE

              "In a separate securities filing, Twitter previously disclosed that Musk had waived a due diligence clause in the deal that could have made it easier for him to back out of the agreement"

              https://www.cnn.com/2022/06/06/tech/elon-musk-twitter-spam/index.html

            2. Dinanziame Silver badge
              Facepalm

              Re: HPE

              If there's a citation to your claim, I'd be delighted to read it.

              You could start by reading the article, maybe...?

            3. Steve K Silver badge

              Re: HPE

              https://www.sec.gov/Archives/edgar/data/0001418091/000119312522152250/d283119dprem14a.htm#toc283119_20

              P.49, second (full) paragraph

              Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence.

              This doesn't mention skipping Accounting or Tax due diligence, but I don't think that is what is at question here.

        2. nobody who matters

          Re: HPE

          ".....why are people using such pejoratives to describe someone with a net worth somewhere over the $100 billion mark?...."

          Perhaps it's jealousy....

          ...or perhaps it's because he behaves like a twat?

      2. Doctor Syntax Silver badge

        Re: HPE

        I think the differences between HP/Autonomy & this are that (1) the change of mind has taken place before the transaction completed, (2) any US court looking at this is going to have to decide between two US entities rather than a US and non-US entities.

  7. all ears

    Different metric

    Article (and Musk) are misleading. Twitter never claimed that a certain percentage of *all* users were bots. Twitter has a particular metric of "monetizable" users, and an internal methodology to distinguish those users. Their claim relates only to those users, and is probably quite correct. Aside from the fact, of course, that Musk waived due diligence and agreed to buy Twitter as is.

  8. JDPower666 Bronze badge

    I have said right from the start that he had no intention/interest in buying Twitter and that he was just flexing. And he keeps proving me right.

    1. nobody who matters

      Pleased that I am not the only person who thought so at the outset :)

  9. msobkow Silver badge

    A very Trumpish play to scream about "conspiracies" and "hidden secrets" when you're not getting your way, child.

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