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Started By
Message
re: Twitter sues Elon Musk for violating $44 BLN merger agreement
Posted on 7/13/22 at 8:59 am to DMAN1968
Posted on 7/13/22 at 8:59 am to DMAN1968
quote:He most certainly waived the right to go on a fishing expedition to weasel out of the deal. By not including due diligence, he was fully on the hook.
Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction
As the reply brief stated, Elon only reserved the right to acquire data to complete the deal, ie info on properties and existing contracts to prevent title issues and to ensure there were no breaches of contract with other vendors.
Likewise, Twitter points to Musk's own public statements about getting rid of bots when the deal is finished. Elon clearly was aware of bots.
4
Posted on 7/13/22 at 9:02 am to LSUGrrrl
quote:You are grasping at straws and trying to give meaning to anything you can find because of your "Twitter bad" delusions.
You keep posting this despite others offering quotes proving you wrong. Stop
Posted on 7/13/22 at 9:02 am to mmcgrath
quote:Like, for example, criminal misrepresentation in SEC filings.
and to ensure there were no breaches of contract with other vendors
Posted on 7/13/22 at 9:06 am to NC_Tigah
quote:That you and Elon have zero evidence to support. Not to mention that has nothing to do with vendor contracts that you replied to. Elon could have requested this information explicitly as a condition of the deal. He didn't.
Like, for example, criminal misrepresentation in SEC filings.
Posted on 7/13/22 at 9:28 am to mmcgrath
quote:Tell it to TWTR's lawyers. Tell it to the judge. TWTR claims <5% Bots. They made those claims in SEC filings and under oath. Musk says there is evidence the Bot number is at least 4X TWTR's claim, and perhaps as much as 15X or more.
That you and Elon have zero evidence to support.
It is a claim TWTR could easily put to rest.
You somehow suppose a judge will ignore that?
You somehow suppose a judge will tell Musk you're saddled with an alleged criminally fraudulent purchase, even though the purchase has yet to be made?
You somehow suppose a judge will tell Musk "it's $54.20 or walk away"?
You somehow suppose a judge will tell Musk that knowing Musk would toss in $1B, and walk?
You somehow suppose a judge will do that knowing in the aftermath TWTR would be left at a market cap less than 1/2 that of the day Musk tendered the offer?
You think a Delaware judge wants to destroy honest TWTR shareholders to cover potential criminal dishonesty on part of the TWTR board?
I guess we'll see soon enough.
This post was edited on 7/13/22 at 9:29 am
Posted on 7/13/22 at 9:31 am to rebeloke
It will turn on whether he made the sale conditional on that data.
It’s kinda interesting. It’s going to be pretty cut and dry one way or another.
It’s kinda interesting. It’s going to be pretty cut and dry one way or another.
Posted on 7/13/22 at 9:51 am to NC_Tigah
quote:Your perception of a judge’s role is completely distorted. The judge won’t consider hardly any of that. They will look within the four corners of the agreement and apply the terms as written. I’m sure there’s plenty of Delaware precedent that has addressed similar issues and will control.
You somehow suppose a judge will ignore that? You somehow suppose a judge will tell Musk you're saddled with an alleged criminally fraudulent purchase, even though the purchase has yet to be made? You somehow suppose a judge will tell Musk "it's $54.20 or walk away"? You somehow suppose a judge will tell Musk that knowing Musk would toss in $1B, and walk? You somehow suppose a judge will do that knowing in the aftermath TWTR would be left at a market cap less than 1/2 that of the day Musk tendered the offer? You think a Delaware judge wants to destroy honest TWTR shareholders to cover potential criminal dishonesty on part of the TWTR board?
Posted on 7/13/22 at 9:52 am to NC_Tigah
quote:In civil court, every opposing party is a criminal and the worst human/company ever.
You somehow suppose a judge will tell Musk you're saddled with an alleged criminally fraudulent purchase, even though the purchase has yet to be made?
Posted on 7/13/22 at 9:53 am to mmcgrath
quote:
You are grasping at straws and trying to give meaning to anything you can find because of your "Twitter bad" delusions.
Odd accusation to make considering you can’t possible prove I believe, “Twitter bad.” Please post what evidence you have to make that assertion.
Posted on 7/13/22 at 10:09 am to au4you
quote:You mean, for example, the part within the four corners where representations were made by the parties?
The judge won’t consider hardly any of that. They will look within the four corners of the agreement
Posted on 7/13/22 at 10:13 am to NC_Tigah
quote:Sure, if they are addressed.
You mean, for example, the part within the four corners where representations were made by the parties?
Posted on 7/13/22 at 10:16 am to au4you
quote:Well?
Sure, if they are addressed.
If they were addressed we'd not be having the discussion.
Posted on 7/13/22 at 10:21 am to NC_Tigah
quote:If Musk still entered into the agreement with knowledge of criminal misrepresentation on the behalf on Twitter, that’s on him and amounts to to bad faith. I’m sure there is an exit clause which could cover his arse but I haven’t read the agreement.
Well? If they were addressed we'd not be having the discussion.
This post was edited on 7/13/22 at 10:22 am
Posted on 7/13/22 at 3:10 pm to au4you
In 2 different OP on this very topic I specifically posted the provisions outlining Musk ability to obtain all necessary information
There is no due diligence waiver and I can’t believe the stupidly of a particular poster as I’ve now posted this multiple times
There is no due diligence waiver and I can’t believe the stupidly of a particular poster as I’ve now posted this multiple times
Posted on 7/13/22 at 3:23 pm to Bobby OG Johnson
This is the same tactic Icahn used as a corporate raider. Make a play and then back out. Once the board realizes they are freaked they will come hat in hand asking Musk to save their butts.
Posted on 7/13/22 at 3:41 pm to dafif
quote:
There is no due diligence waiver and I can’t believe the stupidly of a particular poster as I’ve now posted this multiple times
I think Twitter feels pretty strongly that it was waived. From the complaint:
quote:
30. Having obtained these commitments, Musk announced in an April 21, 2022 securities filing that his offer was no longer conditioned on financing or subject to due diligence: 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 . . . and is no longer subject to business due diligence.
quote:
32. The following day, on Sunday, April 24, 2022, Musk tried again to force Twitter’s hand. He delivered a letter to the board repeating that his $54.20 per share offer was “best and final,” threatening once more to sell all of his shares if his bid were rejected, and saying he would propose a “seller friendly” merger agreement to be signed before the market opened the next day. Musk’s counsel sent over a draft agreement, reiterated that Musk’s offer was not contingent on any due diligence, and underscored that the form of the proposed agreement was “intended to make this easy on all to get to a deal asap.”
Posted on 7/13/22 at 3:46 pm to NC_Tigah
quote:
It is a claim TWTR could easily put to rest.
This really isn't true, detecting bots is fairly difficult and the definition of a bot can be nebulous. A bot could register from a residential IP (services provide this to bots), from an actual browser and do nothing but periodically log in. It's quite common but nearly impossible to detect.
Posted on 7/13/22 at 3:46 pm to Bobby OG Johnson
I think the discovery part of this was Elon's end goal all along. He's about to single handedly tank Twitter as a company. Either they are bluffing and will drop it before they get to that stage, or the government is going to buy/bail them out after the stock goes to $0
Posted on 7/13/22 at 3:48 pm to Decatur
quote:
Complaint
Interesting note about the math skimming the Complaint. Elon holds 9.6% of the stock. At a 38% premium over market, Elon's share of the buyout premium as a stockholder would be $1.6 Billion. If he pulls this off, he will either: (1) forfeit $1 Billion, watch Twitter tank, and then buy it for far more than $1 Billion less than the buyout price or (2) forfeit $1 Billion and then sue the D&O for $1.6 Billion, pocketing $600 million.
The Complaint does allege that there was no diligence condition in the merger agreement, which seems absurd. If that is truly the case, it's not as rosy for him as some might have thought. But there are still covenants, reps and warranties that have to be honored, so there would be those outs even if there was no true "due diligence" out. I do think it's far more likely that while there was not a traditional diligence period for return of the deposit and his $1B deposit was "hard" and non-refundable from the inception, there was a diligence period that gave him time to vet and confirm the covenants/reps/warranties, which I have read to include (without seeing confirmation) that bots were less than 5% of user accounts.
Posted on 7/13/22 at 3:49 pm to jonnyanony
quote:
This really isn't true, detecting bots is fairly difficult and the definition of a bot can be nebulous. A bot could register from a residential IP (services provide this to bots), from an actual browser and do nothing but periodically log in. It's quite common but nearly impossible to detect.
Ahh. Pleading ignorance.
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