Elon Musk offers to end legal fight, pay $44B to buy Twitter
Video above: How Elon Musk's takeover of Twitter will affect users
Elon Musk is abandoning his legal battle to back out of buying Twitter by offering to go through with his original $44 billion bid for the social media platform.
The mercurial Tesla CEO made the offer in a letter to Twitter, which the company disclosed in a filing Tuesday with the U.S. Securities and Exchange Commission.
The offer comes just two weeks before Twitter's lawsuit seeking to force Musk to go through with the deal goes to trial in Delaware Chancery Court.
In a statement, Twitter said it intends to close the transaction at $54.20 per share after receiving the letter from Musk.
Musk맥스카지노s proposal is the latest twist in a high-profile saga involving the world맥스카지노s richest man and one of the most influential social media platforms. Much of the drama has played out on Twitter itself, with Musk 맥스카지노 who has more than 100 million followers 맥스카지노 lamenting that the company was failing to live up to its potential as a platform for free speech.
A letter from Musk맥스카지노s lawyer dated Monday and disclosed by Twitter in a securities filing said Musk would close the merger signed in April provided that the Delaware Chancery Court 맥스카지노enter an immediate stay맥스카지노 of Twitter맥스카지노s lawsuit against him and adjourn the trial scheduled to begin in two weeks.
By completing the deal, Musk essentially gave Twitter what it was seeking from the court 맥스카지노 맥스카지노specific performance맥스카지노 of the contract with Musk, meaning he would have to go through with the purchase at the original price. The contract Musk signed also has a $1 billion breakup fee.
Eric Talley, a law professor at Columbia University, said he맥스카지노s not surprised by Musk맥스카지노s turnaround, especially ahead of a scheduled deposition of Musk by Twitter attorneys starting Thursday that was 맥스카지노not going to be pleasant.맥스카지노
맥스카지노On the legal merits, his case didn맥스카지노t look that strong,맥스카지노 Talley said. 맥스카지노It kind of seemed like a pretty simple buyer맥스카지노s remorse case.맥스카지노
If Musk were to lose the trial, the judge could not only force him to close the deal but also impose interest payments that would have increased its cost, Talley said.
What did surprise Talley is that Musk doesn맥스카지노t appear to be trying to renegotiate the deal. Even a modest price reduction might have given Musk a 맥스카지노moral victory맥스카지노 and the ability to say he got something out of the protracted dispute, Talley said.
News of the renewed offer caused trading of Twitter stock to be halted for much of Tuesday afternoon on the New York Stock Exchange for 맥스카지노news pending맥스카지노 after it jumped nearly 13% to $47.93. That's still well below Musk's original offer. Trading halts are how stock exchanges give investors a forced timeout when trading for a stock gets too chaotic, or when a company is about to offer market-moving news.
Neither Twitter nor attorneys for Musk responded to requests for comment Tuesday afternoon.
Musk has been trying to back out of the deal for several months after signing on to buy the San Francisco company in April. Shareholders have already approved the sale, and legal experts say Musk faced a huge challenge to defend against Twitter's lawsuit, which was filed in July.
Musk claimed that Twitter under-counted the number of fake accounts on its platform, and Twitter sued when Musk announced the deal was off.
Musk맥스카지노s argument largely rested on the allegation that Twitter misrepresented how it measures the magnitude of 맥스카지노spam bot맥스카지노 accounts that are useless to advertisers. Most legal experts believe he faced an uphill battle to convince Chancellor Kathaleen St. Jude McCormick, the court맥스카지노s head judge, that something changed since the April merger agreement that justifies terminating the deal.
Legal experts said Musk may have anticipated that he would lose. Things haven't been going well for him in court recently, with the judge ruling more frequently in Twitter's favor on evidentiary matters, said Ann Lipton, an associate law professor at Tulane University. The judge맥스카지노s denied several of Musk맥스카지노s discovery requests, Lipton said.
It's also possible that Musk's co-investors in the deal were starting to get nervous about how the case was proceeding, she said.
Musk맥스카지노s main argument for terminating the deal 맥스카지노 that Twitter was misrepresenting how it measured its 맥스카지노spam bot맥스카지노 problem 맥스카지노 also didn맥스카지노t appear to be going well as Twitter had been working to pick apart Musk맥스카지노s attempts to get third-party data scientists to bolster his concerns.
Twitter now has options in the case and doesn맥스카지노t necessarily have to accept a new offer from Musk, said Robert Anderson, a law professor at Pepperdine University.
맥스카지노Twitter could still be concerned that the same thing might happen again without some additional security,맥스카지노 Anderson said. 맥스카지노They맥스카지노re going to want some assurance that the deal is going to happen right away."
Columbia's Talley said he would insist on Musk putting money into an escrow account until the deal is completed. Such an account could hold cash and/or Twitter shares, as a good-faith demonstration by Musk, Talley suggested.
Mysteriously, neither Musk nor Twitter CEO Parag Agrawal have written anything about the deal on Twitter, where many developments in the dispute have been aired. Many of Musk맥스카지노s tweets in the past 24 hours have been about a divisive proposal to end Russia맥스카지노s invasion of Ukraine, drawing the ire of Ukrainian President Volodymyr Zelenskyy.
Musk argued in a tweet Monday that to reach peace Russia should be allowed to keep the Crimea Peninsula that it seized in 2014. He also said Ukraine should adopt a neutral status, dropping a bid to join NATO following Russia맥스카지노s partial mobilization of reservists.
If the deal does go through, Musk may be stuck with a company he damaged with repeated statements denoucing fake accounts, Susannah Streeter, senior markets analyst for Hargreaves Lansdown in the United Kingdom, wrote in an investor note. 맥스카지노This is an important metric considered to be key for future revenue streams via paid advertising or for subscriptions on the site, and his relentless scrutiny of Twitter맥스카지노s figures over the last few months is likely to prompt questions from potential advertising partners," she wrote.
If Musk were to lose, among the remedies that would favor Twitter is a court order to go through with the deal. The Chancery Court last year forced private equity firm Kohlberg & Co. to go through with its $550 million buyout of DecoPac, a company based in Minnesota that calls itself the world맥스카지노s largest supplier of cake decorating supplies to professional decorators and bakeries. The case was emblematic of the court맥스카지노s common 맥스카지노 though not uniform 맥스카지노 resolution of enforcing contractual obligations on buyers.
Other options include Musk being forced to pay the breakup fee each side agreed to if deemed responsible for the deal falling through. Or he might have to pay off a larger amount without actually buying the company for $44 billion.