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re: Twitter board unanimously recommends Musk's takeover bid...Has Elon Bit off too much?

Posted on 6/21/22 at 10:10 am to
Posted by CU_Tigers4life
Georgia
Member since Aug 2013
9234 posts
Posted on 6/21/22 at 10:10 am to
quote:

Do you not understand how actual business works?

He has every angle to bail from this deal if the board and top brass was less than forthcoming with their data (which they were)





Look sport, there is a long list of huge failures of people/corporations that "knew how business works".

I would like to think Elon has this covered (and probably does) but this is a national/global news story worthy of discussion.


In vino veritas.

Posted by Tigers2010a
Member since Jul 2021
3627 posts
Posted on 6/21/22 at 10:13 am to
quote:

What is 10B on 250B. An extremely small percentage. And he’s just going to continue to get more rich


Most of us could probably get by on a single billion dollars.
Posted by Stidham8
Member since Aug 2018
9515 posts
Posted on 6/21/22 at 10:14 am to
He had to make a high offer or else they never would’ve sold it.
Posted by cwill
Member since Jan 2005
54755 posts
Posted on 6/21/22 at 10:22 am to
quote:

He has every angle to bail from this deal if the board and top brass was less than forthcoming with their data (which they were)



He waived due diligence. He has to close or pay the breakup fee...or play chicken with Twitter in court.
Posted by cwill
Member since Jan 2005
54755 posts
Posted on 6/21/22 at 10:23 am to
quote:

Is there a link to this? People refuse to waive diligence in $1m transactions much less $44b. It would be almost completely unheard of.



He waived it in the offer. The contract has no due diligence mechanism and the proxy statement which he signed off on specifically states that due diligence was waived and is one of the reasons the bid was accepted.

He does have rights to data but only to assist in financing.
Posted by Decatur
Member since Mar 2007
31760 posts
Posted on 6/21/22 at 10:31 am to
quote:

Is there a link to this? People refuse to waive diligence in $1m transactions much less $44b. It would be almost completely unheard of.


Meh this is just a vanity purchase.
Posted by keakar
Member since Jan 2017
30152 posts
Posted on 6/21/22 at 10:37 am to
quote:

He's on the hook for 44 Billion on a company that has a market cap of 29B


no he isnt, their fake accounts BS has changed that, he can now demand a redo based on the current updated value based on those fake accounts so it will be way way less then that 44 number, not sure what that is but it will be in the low 30s at least, if not lower then that
Posted by NC_Tigah
Make Orwell Fiction Again
Member since Sep 2003
135669 posts
Posted on 6/21/22 at 10:49 am to
quote:

He waived due diligence.
Irrelevant if a fraudulent statement was made within the contract itself.

Twitter apparently stipulated 5% bots in the contract.

If the 5% number is substantially "understated", and if there was no anti-reliance clause stipulating allowance of a duplicitous misrepresentation in bot count, Musk can walk away.
Posted by moneyg
Member since Jun 2006
62091 posts
Posted on 6/21/22 at 10:49 am to
quote:

Elon when he did his crazy high bid waived due diligence.



quote:

So yes, he may back out, but he can be sued by Twitter for breach of contract.



Anybody can sue anybody. And, of course, Musk could sue Twitter as well.

You think a court case with discovery is what Twitter wants? It's exactly what Twitter needs to avoid.
Posted by cwill
Member since Jan 2005
54755 posts
Posted on 6/21/22 at 10:59 am to
quote:

Irrelevant if a fraudulent statement was made within the contract itself.


The reps/warranties section is pretty boiler plate and their is nothing specific to "bots".

quote:

Twitter apparently stipulated 5% bots in the contract.



No, they did not.

quote:

If the 5% number is substantially "understated", and if there was no anti-reliance clause stipulating allowance of a duplicitous misrepresentation in bot count, Musk can walk away.



Not in the contract. He waived due diligence. He has to close, pay breakup or he can try to inflict pain outside of the contract via litigation or threat of.
This post was edited on 6/21/22 at 11:00 am
Posted by squid_hunt
Baton Rouge
Member since Jan 2021
11272 posts
Posted on 6/21/22 at 11:00 am to
quote:

Meh this is just a vanity purchase.

I don't believe that. I think it's revenge for his friends at the Bee. It's possible he has other plans. He made a smart deal and I believe it has a purpose.
Posted by cwill
Member since Jan 2005
54755 posts
Posted on 6/21/22 at 11:02 am to
quote:

You think a court case with discovery is what Twitter wants?


This gets thrown around on this board too much. Like with Dominion.

What Musk will do is ignore the contract, threaten not to close and hope the damage that could possibly do to Twitter's sinking stock will facilitate a renegotiation. That's the obvious move.
Posted by Decatur
Member since Mar 2007
31760 posts
Posted on 6/21/22 at 11:03 am to
quote:

Twitter apparently stipulated 5% bots in the contract.


That’s not in the merger agreement.

If you read Twitter quarterly reports they explicitly state that their estimate of false or spam accounts could be higher than they estimate. It’s there in black and white. I’m sure Elon and his attorneys were well aware of this prior to the offer.
Posted by NC_Tigah
Make Orwell Fiction Again
Member since Sep 2003
135669 posts
Posted on 6/21/22 at 11:06 am to
quote:

Meh this is just a vanity purchase.
Posted by NC_Tigah
Make Orwell Fiction Again
Member since Sep 2003
135669 posts
Posted on 6/21/22 at 11:08 am to
quote:

That’s not in the merger agreement.
I've not seen the merger agreement. Have you?
Posted by moneyg
Member since Jun 2006
62091 posts
Posted on 6/21/22 at 11:13 am to
quote:

This gets thrown around on this board too much. Like with Dominion.



If Twitter sues Musk, and Musk's contention is that Twitter committed fraud based on it's false public reporting of users, you are saying he won't get access to that information during discovery?

quote:


What Musk will do is ignore the contract, threaten not to close and hope the damage that could possibly do to Twitter's sinking stock will facilitate a renegotiation. That's the obvious move.


Of course. And smart people said that from the beginning. But, that's a huge shift from the "close or be sued" stance you had a minute ago.
Posted by NC_Tigah
Make Orwell Fiction Again
Member since Sep 2003
135669 posts
Posted on 6/21/22 at 11:13 am to
quote:

The reps/warranties section is pretty boiler plate and their is nothing specific to "bots".
I've not seen the contract. Do you have a link?
Posted by ItzMe1972
Member since Dec 2013
12205 posts
Posted on 6/21/22 at 11:14 am to
He said three things remain before closing:

~Verify percentage of BOTS

~Secure Financing

~Approval of Shareholders

I wonder if the contract is contingent on securing financing. If so, he could probably make that an opt-out if desired.
Posted by Decatur
Member since Mar 2007
31760 posts
Posted on 6/21/22 at 11:15 am to
Posted by roadGator
Member since Feb 2009
154712 posts
Posted on 6/21/22 at 11:16 am to
Yes. And financing would be difficult if twitter is lying about bots.

They are lying about bots.
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