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re: Twitter board unanimously recommends Musk's takeover bid...Has Elon Bit off too much?
Posted on 6/23/22 at 12:55 pm to NC_Tigah
Posted on 6/23/22 at 12:55 pm to NC_Tigah
quote:
I'm not concluding that. I'm simply observing evidence obviously points to fake accounts far in excess of the TWTR claim.
Not assuming just stating it’s obvious. Ok.
quote:
Meanwhile, TWTR claims, both in filings and in sworn testimony, the bot number is <5%.
There’s another layer to it, but I can’t recall…something like active/inactive accounts.
quote:
I assume the TWTR board has industry standard methods and methodology to support its filings and testimony. Don't you? I assume those tests should be easy to produce and replicate. Don't you? So? Where are they?
I don’t know if there would be an industry standard for this or if there are sec regs. The sec tends to be a reactive v proactive mostly ineffectual body so prob not defined.
Again, you’re trying to argue with me about whether or not there’s fraud regarding the bot count. I don’t care. I’m just talking about the contract and musk’s rights and abilities there under to walk the deal. He’s pretty much locked in so he is using his considerable wealth to create leverage outside of the 4 corners of the contract to renegotiate his overpayment in the current market. The end.
2
Posted on 6/23/22 at 1:58 pm to cwill
quote:MAUs.
There’s another layer to it, but I can’t recall…something like active/inactive accounts.
Irrelevant really though.
Twitter simply needs to produce 'a' method -- any method -- which they used to accurately derive the <5% claim, and which can be reasonably replicated.
As long as they do that, generating any number close to single digits, and their method meets ANY industry standard, Musk will have but two choices ... Bail and Pay, or Pay and Buy.
quote:Material adverse effect is outside of the 4 corners of the contract?
outside of the 4 corners of the contract
Those are interesting corners.
This post was edited on 6/23/22 at 4:11 pm
Posted on 6/23/22 at 4:29 pm to NC_Tigah
quote:
quote: outside of the 4 corners of the contract Material adverse effect is outside of the 4 corners of the contract? Those are interesting corners.
Last time…the contract waived due diligence and musk apparently elected not to due diligence the reps pre signing. Under the contract he has to close upon financing. I have done several sign and closed but only after pre-sign due diligence b/c once you sign your committed to close. You can’t just say “whoa, I think there’s fraud and I want data and won’t close until I get it!” That’s the 4 corners. Typically if post close you uncover a bust in a rep/warranty within a prescribed time period for some and no time limit for others you can recover damages being a % of the purchase price or the total purchase price. Fundamental reps (properly formed, proper authority) are forever and full purchase price. Others such as the sec reporting will typically have a time limit, sometimes an MAE threshold and usually some value limit, but not always.
Per this contract musk has to close, but he can make claims after relative to reps if he finds a bust.
But the good thing about being the richest man in the world is the contract is as firm as you wish it to be…musk has a rep for not really giving a frick what the law let alone a contract provides.
This post was edited on 6/23/22 at 4:30 pm
Posted on 6/23/22 at 4:55 pm to cwill
quote:Sorry.
You can’t just say “whoa"
You can just say "material adverse effect".
Posted on 6/23/22 at 5:12 pm to NC_Tigah
quote:
You can just say "material adverse effect".
Without supporting documentation?
Posted on 6/23/22 at 5:30 pm to cwill
quote:We've already established evidence is there. You thought that was funny.
Without supporting documentation?
We've already established the standards for negation by Twitter are low. You thought that was irrelevant.
We've already established Twitter has not even met the lowest standards of verification. Presumably they would if they could. But you thought that was unnecessary.
Regardless, that's what they'll be left with in court ... with the added bonus of TWTR Board criminal exposure if the dispute advances to trial, perhaps even if it doesn't.
Posted on 6/23/22 at 5:52 pm to NC_Tigah
quote:
Regardless, that's what they'll be left with in court ... with the added bonus of TWTR Board criminal exposure if the dispute advances to trial, perhaps even if it doesn't.
This isn’t going to court. Musk will either pay the break up fee or move on with the deal. And don’t assume Twitter hasn’t provided anything. I have colleagues on the deal team and they’ve been pretty busy the past few weeks.
Posted on 6/23/22 at 7:09 pm to NC_Tigah
quote:
We've already established evidence is there.
We have not.
We’ve established nothing other than what you believe and the fact you don’t understand the contract.
Posted on 6/23/22 at 7:27 pm to cwill
quote:
We’ve established nothing
Posted on 6/23/22 at 7:53 pm to billjamin
quote:Oh my!
And don’t assume Twitter hasn’t provided anything
FYI, Twitter has provided plenty.
Just not along the lines your ""colleagues on the deal team"" suggest.
Now perhaps TWTR can overcome the evidence out there. But when you repeat the TWTR claims regarding disclosures, you should be aware that such disclosures if they existed would close out a $44,000,000,000.00 deal.
Based on that, and the fact we are still discussing it, do you still believe your ""colleagues'" claims that TWTR has disclosed appropriately?????
This post was edited on 6/23/22 at 8:04 pm
Posted on 6/23/22 at 8:11 pm to CU_Tigers4life
I'm beginning to think he's controlled opposition. Starlink, this, essentially replacing NASA, Tesla that loves high gas prices.
Posted on 6/23/22 at 8:55 pm to NC_Tigah
quote:
Based on that, and the fact we are still discussing it, do you still believe your ""colleagues'" claims that TWTR has disclosed appropriately?????
you just think there’s this giant gotcha with the public disclosures but you have zero experience on this. Probably don’t understand the contractual jurisdiction, their case law or anything else about this. I get it, at first I thought there could be an avenue there, but it just doesn’t exist. Posted on 6/23/22 at 8:56 pm to NC_Tigah
quote:
Regardless, that's what they'll be left with in court ... with the added bonus of TWTR Board criminal exposure if the dispute advances to trial, perhaps even if it doesn't.
The wishcasting of the too online folks. You see this is the lens through which you misunderstood the contract and think that just because some online people question the bot count that you can yell MAE and/or fraud and walk the deal Scott free!
If it’s publicly known and the data exists you bid accordingly or you construct the contract so you can verify and adjust accordingly. You don’t overbid and waive diligence.
This post was edited on 6/23/22 at 9:00 pm
Posted on 6/23/22 at 9:48 pm to cwill
All this time and you never read or cannot understand the contract.
Have they given his people everything that he has asked for in due diligence? There are records they have refused to provide.
Have they given his people everything that he has asked for in due diligence? There are records they have refused to provide.
Posted on 6/23/22 at 9:58 pm to dafif
quote:
Have they given his people everything that he has asked for in due diligence? There are records they have refused to provide.
What data is owed after a contract specifically waives diligence?
ETA think of it this way. Some one offers to buy your house for 1M. There’s a 25k break up fee and they waived inspection. Then as it got closer, they think you’re lying about something in the disclosures and want to inspect. Do you let them do it and risk it or put their nuts in the vise and make them honor the original contract. It’s a far from perfect analogy because you can’t compare the the ignorance of the average home buyer to a team of professionals that advised the richest person in the world on this deal.
This post was edited on 6/23/22 at 10:19 pm
Posted on 6/23/22 at 10:01 pm to billjamin
quote:
What data is owed after a contract specifically waives diligence?
Fraud vitiates the contract. The contract also requires certain data including those that support the reps and warranties are to be provided.
Posted on 6/23/22 at 10:05 pm to billjamin
quote:
What data is owed after a contract specifically waives diligence?
Did you read the contract? I not only read it, I posted in a prior post. Can you show me in the contract where it is waived? Hint...its not there.
Go ahead, prove me wrong...
Posted on 6/23/22 at 10:08 pm to dafif
quote:
Did you read the contract? I not only read it, I posted in a prior post. Can you show me in the contract where it is waived? Hint...its not there.
I didn’t need to. I know his diligence team that advised him and is doing review on the data that has been provided. I’ve done a couple billion dollars in deals with musk via tesla on the energy side, so I’m no rookie to this shite.
Posted on 6/23/22 at 10:24 pm to dafif
quote:
Can you show me in the contract where it is waived?
When no due diligence/defect provisions are included, they are waived, you don’t have to have a provision proclaiming waiver. Additionally, it was part of his offer and in the proxy statement, which Musk signed off on, a material reason for accepting the bid was the waiver of diligence.
This post was edited on 6/23/22 at 10:26 pm
Posted on 6/23/22 at 10:27 pm to BBONDS25
quote:
The contract also requires certain data including those that support the reps and warranties are to be provided.
It does not…only data sharing is in regards to financing.
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