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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 10:43 pm to dafif
Posted on 6/23/22 at 10:43 pm to dafif
quote:
with high powered law firms that are allowed to look at the books, the records and any other information.
Copy paste the due diligence provisions…the due diligence provisions, the price adjustment provisions and square that with his proposal and the proxy statement which specifically provides diligence was waived:
quote:
Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence.
Proxy statement.
Musk also reps and warrants in the merger agreement that the he info he supplied relative to the proxy is true and correct. He signed off on it. The merger agreement reflects that understanding.
3
Posted on 6/24/22 at 12:07 am to cwill
quote:
Copy paste the due diligence provisions…the due diligence provisions, the price adjustment provisions and square that with his proposal and the proxy statement which specifically provides diligence was waived:
If there was fraud or even conversations not in earnest during the discussions leading to the contract, Delaware law provides that the contract will be vitiated unless fraud or bad faith are specifically waived. So, if Twitter in negotiations made a claim regarding their numbers they knew to be false, the contract can be voided.
This post was edited on 6/24/22 at 12:08 am
Posted on 6/24/22 at 6:37 am to cwill
quote:
Copy paste the due diligence provisions
I posted the entire contract and explained, in legal terms, the provisions. I asked you to show me in the contract. You never read it. Says enough about your motives and comprehension right there.
Musk nor his lawyers do the proxy statement. They have a contract.
Posted on 6/26/22 at 8:43 am to cwill
quote:
Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence.
Musk's Amendment to his Schedule 13D filed on April 21:
quote:
The Proposal was (and remains) non-binding and, once negotiated and agreed upon, would be conditioned upon, among other things, the: (i) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence; and (iii) negotiation and execution of definitive agreements providing for the Proposed Transaction. At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence.
LINK
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