Twitter promises a court battle once Musk cancels a $44 billion agreement.


July 8 The freedom news The world’s richest man, Elon Musk, the CEO of Tesla (TSLA.O), announced on Friday that he was canceling his $44 billion plan to acquire Twitter (TWTR.N), citing the social media company’s violation of numerous merger agreement clauses.

Bret Taylor, the chairman of Twitter, said on the microblogging site that the board intended to file a lawsuit to enforce the merger deal. View More

The Twitter Board is dedicated to completing the transaction under the terms and conditions set forth in the agreement with Mr. Musk, he wrote.

Musk’s attorneys said in a document that Twitter has ignored or refused to reply to several requests for information on phony or spam accounts on the site, which is essential to the operation of the company.

According to the complaint, Twitter “appears to have made false and misleading claims upon which Mr. Musk relied when entering into the Merger Agreement” and is in “material breach of multiple sections of that Agreement.”

Musk added that another reason he was leaving Twitter was because the company had broken its promise to “preserve substantially intact the material components of its current business organization” by firing high-ranking executives and one-third of the talent acquisition team.

Legal combat
Due to Musk’s decision, the 16-year-old San Francisco-based business and the billionaire are expected to engage in a protracted court battle.

Instead of a judge directing a transaction to be completed, contested mergers and acquisitions that are brought before Delaware courts typically result in the corporations renegotiating agreements or the acquirer paying the target a settlement to withdraw. This is due to the fact that the target companies are frequently eager to end the uncertainty around their future and move forward.

According to a person familiar with the situation, Twitter, however, is hoping that court procedures will begin in a few weeks and conclude in a few months.

Renegotiations of deals have happened before. When the COVID-19 pandemic emerged in 2020 and sent a shockwave through the world economy, several firms re-priced previously agreed-upon acquisitions.
A transaction with Tiffany & Co. was once threatened by the French retailer LVMH (LVMH.PA). The American jewelry retailer consented to a $425 million reduction in the transaction price to $15.8 billion.

According to Ann Lipton, associate dean for faculty research at Tulane Law School, “I’d think Twitter is well-positioned legally to argue that it provided him with all the essential information and this is a pretext to looking for any reason to get out of the arrangement.”

In extended trading, shares of Twitter were down 6% at $34.58. That is 36% less than the $54.20 per share Musk had agreed to pay to acquire Twitter in April.

After Musk purchased stock in the firm in early April, Twitter’s shares rose, protecting it from a severe stock market sell-off that battered rival social media companies.

But after he decided to purchase Twitter on April 25, the price quickly started to decline as investors worried Musk might back out of the deal. After the bell on Friday, Twitter’s stock price fell to its lowest level since March.

The revelation adds another chapter to the will-he-won’t-he tale that began when Musk agreed to buy Twitter in April but postponed the transaction unless the social media company demonstrated that spam bots make up fewer than 5% of its overall user base.

If Musk cannot complete the sale due to factors such as the acquisition finance falling through or regulators opposing the deal, the contract stipulates that Twitter will receive a $1 billion break-up payment from Musk. However, in the event that Musk decides to end the agreement on his own, the break-up fee would not be charged.

On Friday, some workers appeared to be commenting on the divorce by openly posting memes on Twitter, including images of a rollercoaster and a baby yelling into a phone. Many employees have expressed doubt about Musk’s plans to relax content moderation because they are concerned about what the merger will imply for their jobs, salary, and ability to work remotely. View More

In a time when concerns about rising interest rates and a potential recession have battered Wall Street, Musk’s decision to back out of the agreement and Twitter’s pledge to fight tenaciously to finish it placed a shadow of doubt over the company’s future and its stock price.

Alphabet (GOOGL.O), Meta Platforms (META.O), Snap (SNAP.N), and Pinterest (PINS.N), competitors in the online advertising market, have all seen their stock prices fall by an average of 45 percent in 2022, while Twitter’s stock has only dropped by 15 percent during that time, helped recently by the Musk deal.

Wedbush analyst Daniel Ives claimed that Musk’s filing was negative news for Twitter.

He said in a letter to clients that this was “a catastrophe scenario for Twitter and its Board as the company would battle Musk in an extended legal battle to reclaim the deal and/or the breakup fee of $1 billion at the very least.”