Twitter Board Folds: ‘Unanimously Approves’ Musk Taking Firm Personal For $44 Billion

Cue the liberal freakout and onslaught of hit pieces against the Tesla CEO…

Update (1445ET):   With earnings right around the corner, and seeing the shares rally all day long on leak after leak, Twitter shares were halted ‘ news pending’ prior to these headline hit…


Full Press Release:

Tweets, Inc. today announced that they have entered into a definitive agreement to be acquired by a good entity wholly owned by Elon Musk, for $54. 20 per share within cash in a transaction appreciated at approximately $44 billion.   Upon completing the transaction, Twitter can become a privately held company.

Under the terms of the contract, Twitter stockholders will get $54. 20 in cash for each share of Twitter common stock that they personal upon closing of the proposed transaction.   The purchase price represents a 38% superior to Twitter’s closing share price on April 1, 2022,   which was the last trading day prior to Mr. Musk disclosed their approximately 9% stake in Twitter.

Bret Taylor, Twitter’s Independent Table Chair, said, “ The Twitter Board conducted a thoughtful and comprehensive procedure to assess Elon’s proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will provide a substantial cash premium, and believe it is the best path forward for Twitter’s stockholders. ”

Parag Agrawal, Twitter’s CEO, said,   “ Twitter includes a purpose and relevance that will impacts the entire world . Seriously proud of our teams and inspired by the work which has never been more important. ”

“ Free speech is the bedrock of a functioning democracy, and Twitter is the digital city square where matters crucial to the future of humanity are debated, ”   said Mr. Musk.

“ I also want to make Twitter better than ever simply by enhancing the product with brand new features,   making the algorithms open supply to increase trust, defeating the particular spam bots, and authenticating all humans.   Twitter has tremendous possible – I look forward to dealing with the company and the community associated with users to unlock it. ”

Transaction Terms plus Financing

The transaction, which has been   unanimously approved by the Twitter Board associated with Directors, is expected to near in 2022 , subject to the approval of Tweets stockholders, the receipt associated with applicable regulatory approvals and the satisfaction of other customary closing conditions.

Mr. Musk has   secured $25. 5 billion of fully committed debt   and margin loan financing and it is providing an  approximately $21. 0 billion equity commitment.   You will find no financing conditions towards the closing of the transaction.  

For further details regarding all terms and conditions included in the definitive transaction agreement, please see Twitter’s Current Record on Form 8-K, which is filed in connection with the transaction.

Discuss halted for now…

Meanwhile over at Twitter HQ…

Nothing might surprise us less than in case a load of ‘ conservative’ Twitter accounts suddenly ‘ disappeared in error’ being a soon-be-ex-employee hits the big crimson cancel button to save us all from the “ danger in order to democracy” that free talk threatens.

There is one thing of note:  

Twitter Gives Halted, Musk To Go Personal For $54. 20

*  *  2.

Up-date (0750ET):   Here comes  Reuters   with the latest over the Musk-Twitter deal. Their three-sentence scooplet includes two significant details.

The foremost is that Musk and Tweets are indeed negotiating over the basis that his provide of $54. 20/share (which would value the company at $43 billion).

The second is that the deal might preclude a “ go-shop” provision (something we discussed below and for the first time earlier this month) allowing Tweets to solicit rival bids – although the company would still be allowed to take a competitor offer if it pays the particular Musk group a break-up fee (agreements like these are pretty standard fare).  

* 2. *

Update (0725ET):   As journalists race in order to out-scoop each other on the news of the imminent deal between Elon Musk and his backers (including Morgan Stanley) and the Twitter Board, the latest update via Bloomberg and CNBC claims talks are now in the “ final stretch” and a deal could be sealed as early as these days – assuming negotiations continue to go “ smoothly”.


Amid the headlong rush to report one last deal, it’s worth observing that Twitter shares have bucked the recent marketplace selloff (largely thanks to rumors of Musk’s interest), the timing of the board’s apparent engagement with Elon is unquestionably interesting, considering the seemingly quickening pace of the recent broader market selloff.

On that note, Twitter shares have surged a lot more than 6% during the premarket session on the news.

However , Tesla shares (Musk has pledged some of his as guarantee in the deal) have tumbled.


* * *

Update (0530ET):   After a long night of speaks between the Twitter board and Musk and his team, this looks like the odds of a deal have improved somewhat – although we only have the imprecise language of economic journalists to guide us on the current status.

After news broke last night afternoon that Twitter had become “ more receptive” to Musk’s offer, a long night of presumably intense talks has ensued, and according to the latest leaked news from inside the boardroom,   their particular talks have reached an “ advanced” stage,   according to a report published with the NYT earlier this morning.

To be sure, nothing is absolute,   but it shows up the board is significantly considering Musk’s offer, and might yet agree to a deal, provided no higher offers emerge.

Here’s more from  the NYT:

Twitter will be nearing a deal to market itself to Elon Musk, two people with knowledge of the problem said, a move that will unite the world’s wealthiest man with the influential social networking service.

Twitter’s board was negotiating along with Mr. Musk into the early hours of Monday over his unsolicited bid to buy the company, after he began lining up $46. 5 billion dollars in financing for the provide last week, said the people, who have spoke on the condition of anonymity because they were not certified to discuss confidential information. The 2 sides were discussing information including a timeline to close any potential deal and any fees that would be paid if an agreement were signed and then fell aside, they said.

The particular discussions followed a Tweets board meeting on Sunday morning to discuss Mr. Musk’s offer, the people said. Getting commitments for the financing was a turning point for how the board viewed Mr. Musk’s bet of $54. 20 the share, enabling the company’s 11 board members to seriously think about his offer, the people mentioned.

While  the NYT   caveats its statement with the standard ‘ nothing here is final’, they mentioned that the “ highly improbable” deal (improbable according to who, as would ask? ) has now become… well… much less “ improbable”.

An agreement is not yet final and may still apart, but what had at first seemed to be a highly improbable offer appeared to be nearing an endgame. The situation involving Twitter plus Mr. Musk remains liquid and fast-moving, the people with knowledge of the situation said.

Unsurprisingly, the Twitter mob is already out in force, decrying the Tweets board’s apostasy and the chaos it might unleash.

It’s unclear what may have precipitated the Twitter board’s sudden change of heart (despite the obvious financial bonuses given Twitter stock’s market price and its reaction to the deal news) we have repeatedly remarked that the board and the company would only stand to benefit by seriously taking into consideration Musk’s offer and inviting any and all parties with a potentially better offer to come forwards (although those who are opposed to the Musk buyout have repeatedly pointed out that the company’s shares traded above his offer price for much of last year).

But if Musk and his backers do end up getting control of the company and items don’t work out: maybe he is able to engineer a “ merger” with Tesla like this individual did for SolarCity?

* * 2.

Elon Musk’ twitter takeover, which only one week ago seemed increasingly unlikely after the company hurried to adopt a poison tablet, is suddenly looks rather possible and not because the world’s richest man decided to go almost all scorched over Twitter’s breads and butter, namely censorship and shadowbanning…

… but because the WSJ reports the fact that social media company’s board can be ” more receptive to some deal” and is re-examining Musk’s $43 billion takeover offer after the billionaire lined up financing for the bid.

While Twitter had been anticipated to rebuff the offer, which Musk made earlier this month without saying exactly how he would pay for it, and compelling Musk to threaten to launch a tender provide. But after Musk disclosed last week that he now has $46. 5 billion within financing thanks to Morgan Stanley, “ Twitter is taking a fresh look at the offer and it is more likely than before to find to negotiate” although the circumstance is fast-moving and it is nevertheless far from guaranteed Twitter will do so.

To make sure, a deal is certainly not assured yet as Twitter is still working on an all-important estimate of its own worth, which would need to come in close to Musk’s offer (of training course, it will be aggressive for the twitter board to claim there is much more value in a business which has rarely traded on or above the Musk offer price since it proceeded to go public), and it could also refer to sweeteners such as Musk agreeing to cover breakup protections should the deal fall apart, some of the people said.

Twitter is expected to provide its sights on the bid when it reviews first-quarter earnings Thursday, if not sooner. As we suggested last week, the company’ response is just not necessarily be black-and-white, and could leave the door open designed for inviting other bidders, we. e., a “ go shop period” or discussing with Musk on conditions other than price.

While Musk has reiterated to Twitter’s chairman Bret Taylor in this he won’t budge through his offer of $54. 20-a-share, the deal will hardly fall apart over several dollars; as such expect a offer to happen somewhere in the higher $50s, low $60s.

The two sides are meeting Sunday to discuss Musk’s proposal.

In accordance to  WSJ   sources, the potential turnabout on Twitter’s part comes after Musk met privately Friday with several shareholders of the company to extol the particular virtues of his proposal while repeating that the plank has a “ yes-or-no” choice to make.   He or she also pledged to solve the free-speech issues he views as plaguing the platform as well as the country more broadly, whether his bid succeeds or not ,   WSJ sources  said.

The Tesla Inc. chief executive made their pitch to select shareholders in the series of video calls, having a focus on actively managed money, the people said, in hopes which they could sway the company’s decision.

Mr. Musk said he sees absolutely no way Twitter management can get the stock to his offer price on its own, given the difficulties in the business and a persistent lack of ability to correct them. It couldn’t be learned if he detailed specific steps he would take, though he has messaged about wanting to reduce the platform’s reliance on advertising, along with make simpler changes such as allowing longer tweets.

To the surprise of woke liberals almost everywhere who would enter a period associated with mourning should Musk end up being the news boss, the billionaire already has some shareholders rallying behind him following the meetings. Lauri Brunner, who handles Thrivent Asset Management LLC’s large-cap growth fund, views Musk as a skilled operator. “ He has an established track record at Tesla, ” the lady said. “ He is the particular catalyst to deliver strong operating performance at Twitter. ” Minneapolis-based Thrivent has a approximately 0. 4% stake in Twitter worth $160 million and is also a Tesla aktionär.

Picking up on a point we made a week ago, Jeff Gramm, a profile manager with Bandera Companions LLC, a New York hedge fund with about $385 million under management, declared that Twitter’s board should engage with Mr. Musk since its stock has “ gone nowhere” since the company proceeded to go public eight years ago.

The firm last bought Twitter shares within February and owns about 950, 000 overall, which accounts for about 11% of its portfolio.

Gramm said Twitter’s board cannot walk away from Mr. Musk’s offer without providing an alternative that gives real value to shareholders. “ I’m unsure what can be at this stage apart from finding a higher bid, ” he said, which obviously is true, but the probability that someone will offer more than Musk is very much, to loosely paraphrase Musk, “ unsecured. ”

Twitter Set To Accept Elon Musk’s Buyout Offer

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