The months of back and forth has all been for naught as Elon Musk proceeds with his headline-making Twitter acquisition deal, avoiding an ugly courtroom battle.
In a letter sent to the social media giant by the prolific billionaire’s legal representatives – which was also filed with the Delaware chancery court right before an emergency hearing on said deal – it was revealed Elon Musk has opted to revive his original bid: US$54.20 (AU$83.32) per share, valuing Twitter at US$44 billion (AU$67.6 billion).
Here’s what was specifically outlined…
On behalf of X Holdings I, Inc., X Holdings II, Inc. and Elon R. Musk (the “Musk Parties”), we write to notify you that the Musk Parties intend to proceed to closing of the transaction contemplated by the April 25, 2022 Merger Agreement, on the terms and subject to the conditions set forth therein and pending receipt of the proceeds of the debt financing contemplated thereby, provided that the Delaware Chancery Court enter an immediate stay of the action, Twitter vs. Musk, et al. (C.A. No. 202-0613-KSJM) (the “Action”) and adjourn the trial and all other proceedings related thereto pending such closing or further order of the Court.
The Musk Parties provide this notice without admission of liability and without waiver of or prejudice to any of their rights, including their right to assert the defenses and counterclaims pending in the Action, including in the event the Action is not stayed, Twitter fails or refuses to comply with its obligations under the April 25, 2022 Merger Agreement or if the transaction contemplated thereby otherwise fails to close.
Elon Musk also filed the following form 13-D with the Securities & Exchange Commission:
On October 3, 2022, the Reporting Person’s advisors sent a letter to Twitter (on the Reporting Person’s behalf) notifying Twitter that the Reporting Person intends to proceed to closing of the transaction contemplated by the April 25, 2022 Merger Agreement, on the terms and subject to the conditions set forth therein and pending receipt of the proceeds of the debt financing contemplated thereby, provided that the Delaware Chancery Court enter an immediate stay of the action, Twitter vs. Musk, et al. (C.A. No. 202-0613-KSJM), and adjourn the trial and all other proceedings related thereto pending such closing or further order of the court. The foregoing description of the letter is qualified in its entirety by reference to the full text of the letter, a copy of which is attached here to as Exhibit S and incorporated herein by reference.”
This U-turn of a development occurs just weeks before Elon Musk was scheduled to face off against Twitter in a trial. And as a result, the latter’s share price climbed as much as 22% upon the announcement (trading has since been halted). But he’s not out of the woods just yet.
“It’s not like this is going to be cleared up tomorrow,” Anat Alon-Beck, Law Professor at Ohio’s Case Western Reserve University, told The Guardian.
“The parties still have to approve everything, sign and finalise the deal, and Musk still has to come up with funds to close it.”
Alon-Beck did, however, note it was a positive step forward that Musk was “finally listening to his lawyers.”
“He will be a fool to not at least try to buy the company now and avoid [a deposition],” said Alon-Beck, adding Musk “has no defence on trial”; a stance that appears pretty universal among legal circles.
So what has Elon Musk himself said about the Twitter deal? In classic Tesla Technoking fashion, he’s playing off surrender as a cosmic-brained manoeuvre…