Twitter Sets Special Shareholders Meeting Sept. 13 to Vote on Elon Musk’s Acquisition

Twitter said in a Schedule 14A form filed with the Securities and Exchange Commission Tuesday that it called a special meeting of shareholders Sept. 13 at 10 a.m. PT/1 p.m. PT to vote on Elon Musk’s $44 billion agreement to acquire the company. The company said in its filing that its board of directors unanimously recommends that shareholders vote to adopt the merger agreement, noting that they will receive $54.20 in cash for every share of Twitter's stock they own once the transaction is complete. Twitter wrote, “We are committed to closing the merger on the price and terms agreed upon with Mr. Musk. Your vote at the special meeting is critical to our ability to complete the merger.” The dance between Musk and Twitter 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 thready 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 last month 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.” Chancellor Kathaleen St. Jude McCormick, chief judge of the Delaware Chancery Court, ruled last week that the trial over Musk’s attempt to back out of the deal will take place in October and last five days.