Elon Musk has not formally closed on his deal to purchase Twitter but it looks like the sale will go through.
Since April of this year, there has been an on-again-off-again-possibly-on-again relationship going on between Tesla owner Elon Musk and the social media outlet Twitter. Musk has been in and out of negotiations with the social media giant to the point now that the company plans on going to court to force Musk to go through with his proposed purchase.
How did all of this start and where are we at right now?
ELON MUSK IS MOVING AHEAD WITH BUYING TWITTER
It should probably come as no surprise that last week, Musk did another famous fliparoo and decided he wanted to once again purchase the company and thusly move forward with his original offer of $54.20 a share or $44 billion for the company.
As a planned trial date (which we will get into shortly) gets closer, Twitter has yet to respond, which may seem kind of strange, since they are presently suing Musk to buy the company. Where this stops, nobody truly knows, although it does appear this time that Elon Musk is ready to finally pull the trigger on the big purchase.
But again, this hasn’t been an easy purchase. It’s been more of a fiasco.
ELON MUSK BEGINS BUYING TWITTER STOCK IN MARCH 2022
For Elon Musk and Twitter, it all began at the beginning of 2022 when Musk began to purchase Twitter stock. According to the Securities and Exchange Commission, by the time March 14, 2002, rolled around, Elon Musk was the proud owner of 9.2% stock in Twitter, making him the single largest shareholder in the company. A few weeks later, on April 4, 2022, Musk, via securities filings, disclosed his vast stake in the social media company.
With all Musk had been purchasing and based on Twitter’s stock price at closing time the day prior, his stake in the social media giant was worth $2.89 billion. After this announcement, the company’s stock shot up an astounding 27%. That is a big leap for any company.
ELON MUSK JOINED THE TWITTER BOARD IN APRIL
The groundwork for Elon Musk to purchase Twitter was being laid. The day after Musk disclosed his massive stake in Twitter, the social media company announced that Musk would be joining its Board of Directors. Twitter CEO, Parag Agrawal, made the announcement (with a tweet), saying: “He’s both a passionate believer and intense critic of the service which is exactly what we need on @Twitter, and in the boardroom, to make us stronger in the long-term. Welcome, Elon!”
Now, you didn’t think it was going to be that easy, did you? When it comes to Elon Musk, not much is. Five days after his welcome, Musk came out and said he wouldn’t be joining the company’s Board of Directors after all. Agrawal then took to Twitter one more time to explain what went down and the “brief note” that he sent to the Twitter team.
In part, Agrawal noted that before Musk decided to back away from the Board position that Agrawal, Musk, and the Board had plenty of discussions concerning Musk joining the Board. They understood the risks that they were all taking but concluded that it was worth bringing him in, so Musk was offered a position. Per their agreement, Musk was going to join the Board on April 9, 2022, after a Background Check and his formal acceptance of the position.
According to Agrawal, on the morning of April 9, Musk informed the social media giant that he would not be accepting the position. Agrawal claims Musk’s decision was for the best and even though he turned down the position, Musk remains the largest shareholder in the company and Twitter would remain open to his input. You can read his “note to the company” here.
MUSK MAKES TWITTER AN OFFER FOR $43 BILLION
So, Elon Musk went from a major Twitter contributor to a major shareholder to its potential owner. On April 14, 2022, five days after turning down Agrawal and Twitter for the Board of Directors slot, Musk decided to purchase the company. His offer – $54.20 per share, which came out to roughly $43 billion.
In his filings with the SEC, Musk said, “I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy. Twitter needs to be transformed as a private company.” Twitter, though, was absolutely not on board.
TWITTER INVOKED A POISON PILL
If Elon Musk was going to turn down Twitter for a position on its Board of Directors, then the company was going to have a say so in his attempted purchase of the company. To wit, Twitter chose to create a “poison pill” as a way to stop Musk’s purchase bid. A poison pill, in this instance, would allow any of Twitter’s current stockholders to purchase additional Twitter shares at a reduced price.
What in turn happens is that the discounted price would dilute Musk’s Twitter shares, making it much more expensive than his $43 billion offer to purchase the company. In its announcement, Twitter said the poison pill activates if any entity or individual (Hello, Elon) acquires at least 15% of the company’s shares. Did that faze Elon?
ELON MUSK AND TWITTER AGREE ON A DEAL
Not even one week later, Elon Musk filed with the SEC that he had nailed commitments of around $46.5 billion in financing for his bid to purchase Twitter. But Twitter had its poison pill in play, don’t they? Apparently, it was removed because four days later, on April 25, 2022, Twitter accepted Musk’s $44 billion offer.
Musk and Twitter then got to work. Over the following three days, they sat down to hammer out the finer points of the deal. Within those three days, a deal was reached that had Musk selling $8.5 billion of his own Tesla stock to help finance the final sale price.
Over the next few weeks, Elon Musk and Twitter appear to be in lockstep. Musk nails $7 billion more in financing to include a hefty commitment from Golden State Warriors owner and Oracle co-founder Larry Ellison, along with Sequoia Capital (a venture capital firm), and Binance, a cryptocurrency exchange firm. Musk even comes out to say that by 2028, he will quintuple Twitter’s revenue, taking its annual earnings up to $26.4 billion.
But barely a week after all this movement, things began to go sour. Musk made the claim that when he takes over, he will lift the Twitter ban they had put on former president Donald Trump. Twitter said they were going to temporarily freeze hiring which prompted two top executives to leave the company.
ELON MUSK PUT THE DEAL ON HOLD
Things truly began to go south for Musk and Twitter the day after the two top Twitter executives left the company. It all hinged on a report where Twitter claimed that less than 5% of the accounts on their website were bot and spam accounts. Musk felt this low number of fake accounts that Twitter reported was inaccurate and told Twitter that he wanted “details supporting calculation that spam/fake accounts do indeed represent less than 5% of users.”
There were many analysts out there who said that Musk was using this as a precursor to bargain for a lower purchase price or to pull out of the deal altogether. Twitter went back at Musk and brought a class-action lawsuit against the Tesla owner, claiming he was trying to manipulate the stock price. At the time of Twitter’s lawsuit, their stock had dropped a robust 12%.
Sure enough, Musk countered by saying he would be pulling out of the deal if the company does not provide more information about bots and fake Twitter accounts. Even though Twitter continued to claim that they have been providing Elon Musk with the data he’s been requesting, Musk moved to pull out of the deal.
ELON MUSK SUED TWITTER TO GET OUT OF THE DEAL
So, the company that did not want to sell to Elon Musk is now taking him to court to force him to purchase the company. Makes sense. Twitter went to the Chancery Court in Delaware to go after Musk, stating: “Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests,” the company said in the lawsuit. “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.”
On July 19, 2022, the Delaware court determined that the social media giant’s complaint against Elon Musk can move forward in court and they set October 28, 2022, for the trial to begin. The question now becomes, will it even see the light of day? Elon Musk has other ideas.
As of this writing, the deal is not finalized. And as we’ve seen with Elon Musk, things can change quickly.