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Twitter rejects offer at $54/share from Musk, adopts Poison Pill strategy to fend him off
Posted on 4/15/22 at 12:29 pm
Posted on 4/15/22 at 12:29 pm
quote:
Twitter's board of directors has adopted a so-called 'poison pill' strategy in a bid to prevent Elon Musk's $43 billion hostile takeover.
Also known as a shareholder rights provision, the plan announced on Friday would trigger a dilution of company shares if any shareholder builds up a 15 percent stake without the board's approval.
The plan does not prevent Twitter from accepting Musk's bid or entering negotiations with him or other potential buyers -- but it will stop him from putting pressure on the board by buying up even more shares on the open market.
LINK
quote:
When triggered, they often allow every other shareholder, aside from the raider, to buy newly issued shares at a discount.
This effectively dilutes the raider's ownership stake and massively raises the cost of buying up control on the open market.
7
Posted on 4/15/22 at 12:37 pm to member12
Winklevoss alleged in his tweet that, by adopting the poison pill tactic, Twitter was demonstrating its commitment to preserving the status quo even if it has a negative impact on existing shareholders.
“They would rather self-immolate than give up their censorship programs. This shows you how deeply committed they are to Orwellian control of the narratives and global discourse. Scary,” he wrote. Twitter has repeatedly suppressed and "shadowbanned" conservative viewpoints, allegations the company has repeatedly denied.
Adam Candeub, a law professor at Michigan State University, said that Twitter’s board could face legal consequences if they turn down an offer that’s financially lucrative to shareholders.
“Twitter’s owned by shareholders, and the directors have to act in a way that’s in their best interests, not in the way that allows them to keep control of the corporation,” Candeub told The Epoch Times.
“If they turn down a very favorable price, there will be dereliction of their legal duty, and there could be lots of legal consequences.”
LINK
“They would rather self-immolate than give up their censorship programs. This shows you how deeply committed they are to Orwellian control of the narratives and global discourse. Scary,” he wrote. Twitter has repeatedly suppressed and "shadowbanned" conservative viewpoints, allegations the company has repeatedly denied.
Adam Candeub, a law professor at Michigan State University, said that Twitter’s board could face legal consequences if they turn down an offer that’s financially lucrative to shareholders.
“Twitter’s owned by shareholders, and the directors have to act in a way that’s in their best interests, not in the way that allows them to keep control of the corporation,” Candeub told The Epoch Times.
“If they turn down a very favorable price, there will be dereliction of their legal duty, and there could be lots of legal consequences.”
LINK
Posted on 4/15/22 at 12:38 pm to ItzMe1972
Monday should be fun. I should have added to my puts.
Posted on 4/15/22 at 12:44 pm to member12
The public threat of dilution of the stock is going to scare off any investor who has an IQ above 2.
Posted on 4/15/22 at 12:56 pm to member12
Time for Plan B Elon!! He mentioned this on the interview yesterday. Plan B is already in place. This is gonna be fun to watch!!
Posted on 4/15/22 at 1:04 pm to GumplandTiger
As an investor should I sue now, or wait? 
Posted on 4/15/22 at 1:04 pm to GumplandTiger
As an investor should I sue now, or wait?
Posted on 4/15/22 at 1:12 pm to member12
I have a question for the money guys. It is common that employees of large and small tech companies receive XXXXX or XXXXXX options on company stock at the price it is on the day you are hired, or at a discount from that.
In the event that a company is sold BEFORE an employee purchases those options, is the employee blocked from purchasing before the sale is finalized or can the employee still purchase and benefit from the offered premium over value in the buyout?
In the event that a company is sold BEFORE an employee purchases those options, is the employee blocked from purchasing before the sale is finalized or can the employee still purchase and benefit from the offered premium over value in the buyout?
Posted on 4/15/22 at 1:43 pm to HubbaBubba
quote:
It is common that employees of large and small tech companies receive XXXXX or XXXXXX options on company stock at the price it is on the day you are hired, or at a discount from that.
Stock option prices are usually set as of the date of the award. For smaller non public companies, that may be a based on a monthly or even quarterly valuation.
quote:
In the event that a company is sold BEFORE an employee purchases those options, is the employee blocked from purchasing before the sale is finalized or can the employee still purchase and benefit from the offered premium over value in the buyout?
I've seen all kinds. Some (rare) vest the options immediately upon a change of control. More common is that they vest upon a change of control AND the employee not surviving the new ownership, as long as the firing is without cause. Still others will make a cash payment to the employee upon vesting but won't receive shares. Finally, some plans just cancel the options with no payment or recourse.
Thus, the risk of working for a startup.
Posted on 4/15/22 at 2:25 pm to LSUFanHouston
quote:Yes, I've done that twice. Both had huge options with one year vesting. One got caught cooking the books and the FTC came down hard on them. The other failed to secure the full Round B funding, so other investors pulled out. Oh, well.
Thus, the risk of working for a startup.
Posted on 4/15/22 at 3:02 pm to member12
How do we assist Elon in this takeover?
Can we “meme stock” Twitter and get enough shares to make a difference?
Can we “meme stock” Twitter and get enough shares to make a difference?
Posted on 4/15/22 at 3:27 pm to hottub
quote:
Can we “meme stock” Twitter and get enough shares to make a difference?
Not really. The board has already shown they don't give a frick what sharehokders think.
Posted on 4/15/22 at 3:36 pm to MrLSU
quote:
The public threat of dilution of the stock is going to scare off any investor who has an IQ above 2.
Maybe, but I also think of all the people who have bought, are buying, or will in the next week buy Twitter just to support the cause. Look at what "little people" did with Gamestop. Liberals are good at dedicating themselves to a cause with religious dedication.
I think this will also be the defense of the board. Theyvact in the shareholders interest, and if polled I'll bet the shareholders would approve of this decision because no one is buying Twitter because it is a sound investment. They are buying it because they believe in the cause.
Posted on 4/15/22 at 4:00 pm to TigerFanatic99
I 100% believe that Twitter needs reform, although Elon has a shitty record on free speech himself when it comes to Tesla critics, but why would a shareholder who believes in the company long-term cash out at $54.20 to take the company private?
I'm not a Twitter shareholder and never plan to be but that seems like a low ball offer to any long-term bulls, especially since Twitter keeps growing revenue and should be profitable again now that they've got the fine from 2014 for improper guidance off their books.
I'm not a Twitter shareholder and never plan to be but that seems like a low ball offer to any long-term bulls, especially since Twitter keeps growing revenue and should be profitable again now that they've got the fine from 2014 for improper guidance off their books.
Posted on 4/15/22 at 4:11 pm to Diseasefreeforall
quote:
I'm not a Twitter shareholder and never plan to be but that seems like a low ball offer to any long-term bulls, especially since Twitter keeps growing revenue and should be profitable again now that they've got the fine from 2014 for improper guidance off their books.
I think this will limit the bulls because:
1. The board wouldn't get the opinions of the shareholders about the offer. This shows the shareholders they don't give a shite what they think.
2. Politics appear to be the ultimate motative and not profit.
Posted on 4/15/22 at 4:40 pm to boogiewoogie1978
quote:
1. The board wouldn't get the opinions of the shareholders about the offer. This shows the shareholders they don't give a shite what they think.
Nothing compels a Board to poll shareholders about a hostile takeover bid and I think doing so would show a lack of confidence by management in their own abilities to lead the company forward. I wouldn't expect any management team to do it.
If shareholders don't like it that's understandable but any management team that believes in itself, whether that belief is delusional or not, is probably not going to say, yeah frick us, let's poll shareholders about our own doom.
There's a reason hostile takeover and proxy fight are not peaceful terms.
Posted on 4/15/22 at 5:44 pm to ItzMe1972
quote:
“Twitter’s owned by shareholders, and the directors have to act in a way that’s in their best interests, not in the way that allows them to keep control of the corporation,” Candeub told The Epoch Times.
He can also stop just short of 15%, and encourage fans of either him or his mission to buy shares. Then put up his own candidates for the board.
Posted on 4/15/22 at 6:15 pm to member12
So fck’d either way?
Posted on 4/15/22 at 6:34 pm to ItzMe1972
Winkelvi going in dry.
Posted on 4/16/22 at 7:21 am to MrLSU
quote:maybe the ignorant ones who dont read the offering rights or who hasnt seen this play out several times. it's as if none of you have been through one these.
The public threat of dilution of the stock is going to scare off any investor who has an IQ above 2.
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