Twitter vows legal fight after Musk pulls out of $44 billion deal


(Reuters) – Elon Musk, the chief government officer of Tesla and the world’s richest particular person, mentioned on Friday he was terminating his $44 billion deal to purchase Twitter as a result of the social media firm had breached a number of provisions of the merger settlement.

Twitter’s chairman, Bret Taylor, mentioned on the micro-blogging platform that the board deliberate to pursue legal motion to implement the merger settlement.

“The Twitter Board is dedicated to closing the transaction on the worth and phrases agreed upon with Mr. Musk…,” he wrote.

In a submitting, Musk’s attorneys mentioned Twitter had failed or refused to reply to a number of requests for info on pretend or spam accounts on the platform, which is key to the corporate’s enterprise efficiency.

“Twitter is in materials breach of a number of provisions of that Agreement, seems to have made false and deceptive representations upon which Mr. Musk relied when coming into into the Merger Agreement,” the submitting mentioned.

Musk additionally mentioned he was strolling away as a result of Twitter fired high-ranking executives and one-third of the expertise acquisition group, breaching Twitter’s obligation to “protect considerably intact the fabric parts of its present enterprise group.”


Musk’s choice is more likely to end in a protracted legal tussle between the billionaire and the 16-year-old San Francisco-based firm.

Disputed mergers and acquisitions that land in Delaware courts most of the time find yourself with the businesses re-negotiating offers or the acquirer paying the goal a settlement to stroll away, fairly than a choose ordering {that a} transaction be accomplished. That is as a result of goal firms are sometimes eager to resolve the uncertainty round their future and transfer on.

Twitter, nonetheless, is hoping that courtroom proceedings will begin in just a few weeks and be resolved in just a few months, in keeping with an individual accustomed to the matter.

There is a lot of precedent for a deal renegotiation. Several firms repriced agreed acquisitions when the COVID-19 pandemic broke out in 2020 and delivered a world financial shock.

In one occasion, French retailer LVMH threatened to stroll away from a deal with Tiffany & Co. The U.S. jewellery retailer agreed to decrease the acquisition value by $425 million to $15.8 billion.

“I’d say Twitter is well-positioned legally to argue that it supplied him with all the required info and it is a pretext to on the lookout for any excuse to get out of the deal,” mentioned Ann Lipton, affiliate dean for college analysis at Tulane Law School. Shares of Twitter have been down 6% at $34.58 in prolonged buying and selling. That is 36% under the $54.20 per share Musk agreed to purchase Twitter for in April.

Twitter’s shares surged after Musk took a stake within the firm in early April, shielding it from a deep inventory market sell-off that slammed different social media platforms.

But after he agreed on April 25 to purchase Twitter, the inventory inside a matter of days started to fall as buyers speculated Musk would possibly stroll away from the deal. With its tumble after the bell on Friday, Twitter was buying and selling at its lowest since March.

The announcement is one other twist in a will-he-won’t-he saga after Musk clinched the deal to buy Twitter in April however then put the buyout on maintain till the social media firm proved that spam bots account for lower than 5% of its whole customers.

The contract requires Musk to pay Twitter a $1 billion break-up if he can’t full the deal for causes such because the acquisition financing falling by or regulators blocking the deal. The break-up payment wouldn’t be relevant, nonetheless, if Musk terminates the deal on his personal.

Some workers expressed disbelief and exhaustion on Friday, publicly posting memes on Twitter, reminiscent of of a rollercoaster journey and a child screaming right into a telephone, in obvious commentary on the breakup. Employees have frightened concerning the deal will imply for his or her jobs, pay and skill to work remotely, and lots of have expressed skepticism about Musk’s plans to loosen content material moderation.


Musk’s abandonment of the deal and Twitter’s promise to vigorously fight to finish it casts a pall of uncertainty over the corporate’s future and its inventory value throughout a time when worries about rising rates of interest and a possible recession have hammered Wall Street. Shares of internet marketing rivals Alphabet, Meta Platforms, Snap and Pinterest have seen their shares tumble 45% on common in 2022, whereas Twitter’s inventory has declined simply 15% in that point, buoyed in latest months by the Musk deal.

Daniel Ives, an analyst at Wedbush, mentioned Musk’s submitting was dangerous information for Twitter.

“This is a catastrophe situation for Twitter and its Board as now the corporate will battle Musk in an elongated courtroom battle to recoup the deal and/or the breakup payment of $1 billion at a minimal,” he wrote in a notice to shoppers.

(Reporting by Greg Roumeliotis; Additional reporting by Chavi Mehta and Manas Mishra in Bengaluru; Sheila Dang in Dallas; Dawn Chmielewski in Los Angeles; Hyunjoo Jin and Katie Paul in San Francisco; Noel Randewich in Oakland, Calif.; David Shepardson in Washington; and Tom Hals in Wilmington, Delaware; Writing by Anna Driver; Editing by Sriraj Kalluvila and Lisa Shumaker)

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