It’s been a whirlwind three months since Elon Musk first made a $44 billion bid to purchase Twitter, filled with contentious Twitter polls, company-wide town halls and a war on spam accounts and bots. But now, per an SEC filing from Friday, it may be all over.
The Washington Post | Getty Images
Musk has pulled out of the deal and as a result, Twitter is suing the billionaire in Chancery Court in the state of Delaware in an attempt to force him to complete the agreement, per court documents dated on July 12.
Here’s a quick look at how Musk and Twitter have gotten here and what comes next for both parties.
The initial purchase
Musk made his initial bid to purchase the company on April 25, 2022.
The billionaire has made a name for himself on the platform where he has garnered over 100 million followers.
Musk purchased the company for $54.20 per share in cash, which was estimated to be valued at $44 billion total. Twitter was set to become a privately held company under Musk if the deal had closed as expected by the end of 2022.
The Tesla CEO said in a letter to Twitter Board chairman Brett Taylor via an SEC filing that his offer to purchase the company was his “best and final.”
“There will be distractions ahead, but our goals and priorities remain unchanged. The decisions we make and how we execute is in our hands, no one else’s,” Twitter CEO Parag Agrawal said in a letter to employees at the time of the initial bid. “Let’s tune out the noise, and stay focused on the work and what we’re building.”
Trouble begins following the bid
The road following the bid was anything but smooth.
Twitter employees and shareholders were less than thrilled about the potential acquisition.
There were reports of employees being up in arms after Musk’s initial bid, something that Agrawal had to handle during an employee all-hands meeting where threats of a “mass exodus” of workers were vocalized.
Following the initial upset, two top Twitter execs (Kayvon Beykpour who was the general manager of consumer and Bruce Falck who served as revenue product lead) left the company as Agrawal announced a hiring freeze.
“Effective this week, we are pausing most hiring and backfills, except for business critical roles as determined by Staff members in partnership with their HRBPs. We will also be reviewing all extended offers to determine criticality and those that should be pulled back,” the Twitter CEO wrote in a memo to employees. “We are not planning company-wide layoffs, but leaders will continue making changes to their organizations to improve efficiencies as needed.”
Musk pauses the deal
One day later, Musk started making waves himself by accusing the company of lying about what percentage of accounts on the site are bots and spam accounts.
In Twitter’s Q1 2022 earnings report, the company disclosed that bots and spam accounts account for less than 5% of total users on the site.
This prompted Musk to put his deal on hold.
“Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users,” he Tweeted, linking to a Reuters article from earlier this month that cited Twitter’s estimated data. “Still committed to acquisition.”
Things begin to look up
Musk addressed Twitter employees for the first time in June during a colorful town hall where he talked about his plans to expand Twitter’s user base and talked about why he wanted to purchase the company in the first place.
Following the meeting, things seemed to be “all systems go” per an SEC filing which revealed that the Twitter Board unanimously urged shareholders to approve the pending deal.
“Twitter’s Board of Directors, after considering the factors more fully described in the enclosed proxy statement, unanimously: (1) determined that the merger agreement is advisable and the merger and the other transactions contemplated by the merger agreement are fair to, advisable and in the best interests of Twitter and its stockholders; and (2) adopted and approved the merger agreement, the merger and the other transactions contemplated by the merger agreement,” the filing stated.
Musk pulls out of the deal
On Friday, an SEC filing revealed that Musk had pulled out his bid due to accusations against Twitter and the company’s alleged inability to accurately disclose what percentage of users were bots and spam accounts. His legal counsel said that the company’s inability to do this was a “breach” of Twitter’s original agreement with the company.
Brett Taylor, Twitter Board Chairman, tweeted that the company plans to sue Musk and force him to complete the acquisition.
“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement,” he said. “We are confident we will prevail in the Delaware Court of Chancery.”
Musk’s original bid also included a clause that said there would be a $1 billion fee should he choose to terminate the agreement before its completion.
Musk, however, doesn’t seem to be too concerned, Tweeting jokes and memes and taking the situation relatively lightly given how much money is on the line.
— Elon Musk (@elonmusk) July 11, 2022
One of these memes that Musk posted includes four photos of himself indicating that Twitter will now have to disclose the information about the bots in court.
Twitter sues Musk
On July 12, Twitter filed a lawsuit against Elon Musk in Chancery Court in hopes of forcing the billionaire to complete his $44 billion bid to purchase the company.
“Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away,” the lawsuit stated. “This repudiation follows a long list of material contractual breaches by Musk that have cast a pall over Twitter and its business. Twitter brings this action to enjoin Musk from further breaches, to compel Musk to fulfill his legal obligations, and to compel consummation of the merger upon satisfaction of the few outstanding conditions.”
Musk’s only public response to the lawsuit was, naturally, a Tweet.
“Oh the irony lol,” he wrote to his 100 million followers.
Whatever happens next between the two is sure to be a hefty legal battle.
Twitter was up 4.29% at market close on Tuesday.
