Can a Poop Emoji Take Down a $44B Acquisition?

The poop emoji was born in Japan in 1997 and made its way to the U.S. in 2007. While it has been used in many ways, this week was the first time it was deployed to potentially drive down the price tag of a $44 billion acquisition. Elon Musk, who agreed last month to acquire Twitter for $54.20 per share in cash, appears to have been struck with buyer’s remorse. In a tweet sent at 5:44 a.m. ET last Friday, Musk wrote, “Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users. Still committed to acquisition.” Twitter CEO Parag Agrawal responded Monday with a long tweet thread discussing spam and bots in detail, admitting that spam affects the platform’s user experience and noting that the most advanced spam efforts are run by both people and bots, and “tactics evolve constantly.” Agrawal noted that Twitter suspends more than 500,000 spam accounts per day, most before any interactions with other users, and he defended the company’s estimates over the past several quarters that spam accounts represent fewer than 5% of monetizable daily active users. One of his tweets read, “Unfortunately, we don’t believe that this specific estimation can be performed externally, given the critical need to use both public and private information (which we can’t share). Externally, it’s not even possible to know which accounts are counted as mDAUs on any given day.” Musk responded with a poop emoji. https://twitter.com/elonmusk/status/1526246899606601730 Musk then went on the offensive again, tweeting at 3:32 a.m. ET Tuesday, “20% fake/spam accounts, while four times what Twitter claims, could be much higher. My offer was based on Twitter’s Securities and Exchange Commission filings being accurate. Yesterday, Twitter’s CEO publicly refused to show proof of <5%. This deal cannot move forward until he does.” Speculation on Wall Street is that Musk is either trying to drive down Twitter’s stock price—it was trading at roughly $38.25 per share at the time of this post, rebounding after opening at $37 but still far below approximately $50 when the deal was initially revealed—to lower the price of the acquisition or attempting to exit the agreement altogether, despite a $1 billion breakup fee. For its part, Twitter told Bloomberg it remains committed to the transaction, and it said in a Schedule 14A preliminary proxy statement filed with the SEC, “The Twitter board unanimously recommends that you vote: (1) “FOR” the adoption of the merger agreement; (2) “FOR” the compensation that will or may become payable by Twitter to our named executive officers in connection with the merger; and (3) “FOR” the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting/” The Schedule 14A also spelled out that the deal can be terminated by mutual agreement or by either party if it has not closed by 5 p.m. PT Oct. 24, barring an extension for reasons such as obtaining regulatory clearances, or if shareholders do not back the transaction.