Non-Buyer’s Remorse? Elon Musk Reinstates His Offer to Acquire Twitter

The Delaware Chancery Court might want to mark that Oct. 17 trial date for Twitter’s lawsuit against potential acquirer Elon Musk in pencil and not pen, as Musk reinstated his original bid of $54.20 per share for the company. People familiar with the matter told Jef Feeley, Ed Hammond and Kurt Wagner of Bloomberg that Musk shared the proposal in a letter to Twitter, and shares in the company shot up roughly 18% on the news before settling at $47.95 each, up 12.7%, when the Nasdaq exchange suspended trading of the stock at around noon ET. The letter was later filed with the Securities and Exchange Commission. Twitter said in a tweet from its investor relations account Tuesday afternoon, "We received the letter from the Musk parties which they have filed with the SEC. The intention of the company is to close the transaction at $54.20 per share." https://twitter.com/TwitterIR/status/1577380758192197632 A person familiar with the negotiations had told Faiz Siddiqui, Elizabeth Dwoskin and Rachel Lerman of The Washington Post that Twitter was considering the proposal but would not take action until at least Wednesday due to concerns that it is a legal maneuver by Musk and not a sincere offer. One of the people who spoke with Bloomberg said Musk’s legal team was not optimistic about the outcome of the upcoming trial based on the tendency by Judge Kathaleen St. J. McCormick to favor Twitter in pretrial rulings. The months-long began when Musk purchased 9.2% of Twitter’s stock March 14, although he did not file a Schedule 13G form with the SEC until April 4. The day after the Schedule 13G was revealed, Musk was added to Twitter’s board of directors, only to inform CEO Parag Agrawal April 10 that he would not join the board after all. Twitter revealed April 25 that it officially entered into an agreement to be acquired by an entity wholly owned by Musk, with the transaction valued at approximately $44 billion, or $54.20 per share in cash, which would make Twitter a private company upon closure of the deal. Musk revealed in an SEC filing May 5 that he would serve as Twitter’s interim CEO once the transaction closed. The Federal Trade Commission said the following day that it was conducting an antitrust review of the agreement over concerns that free speech could be threatened. A 5:44 a.m. ET tweet from Musk May 13 questioned Twitter’s assertion that spam and fake accounts represent fewer than 5% of its monetizable daily active users. Agrawal responded in a lengthy tweet thread May 16, in which he admitted that spam affects Twitter’s user experience, noted that the platform suspends more than 500,000 spam accounts per day and added, “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 (monetizable daily active users) on any given day.” Musk then replied with the poop emoji heard round the tech world. In June, Musk threw something a little more substantial than a poop emoji at Twitter, sending a letter to the company, also filed with the SEC, in which he threated to cancel the acquisition due to his uncertainty about the extent of fake accounts, bots and spam on the platform. Twitter responded by providing access to its full firehose of data, encompassing roughly 500 million tweets per day, but this was not enough to satisfy Musk and his team. Musk filed a letter with the SEC July 8 calling off the deal, with Twitter chairman Bret Taylor responding in a tweet shortly thereafter that the company’s board was committed to closing the transaction and would pursue legal action to enforce the merger agreement, adding, “We are confident that we will prevail in the Delaware Court of Chancery.” Musk’s legal team sent a letter to Twitter Sept. 9, filing a copy with the Securities and Exchange Commission, in which it claimed that the company’s severance agreement with former head of security Peiter “Mudge” Zatko violated the terms of the merger agreement. And on Sept. 13, it took all of six minutes for Twitter shareholders to approve the agreement at a special meeting.