Business

Elon Musk buys Twitter




SAN FRANSISCO, April 25, 2022 / PRNewswire / – Twitter, Inc. (NYSE: TWTR) announced today that it has entered into a final agreement to be acquired by a wholly owned entity Elon Muskfor $ 54.20 per share in cash in a transaction valued at approx $ 44 billion. Following the completion of the transaction, Twitter will become a privately owned company.

In accordance with the terms of the agreement, Twitter shareholders will receive $ 54.20 in cash for each share of Twitter shares that they own upon completion of the proposed transaction. The purchase price represents a premium of 38% in relation to Twitter̵[ads1]7;s closing price of the share April 1, 2022which was the last trading day before Musk revealed his stake of about 9% in Twitter.

Bret TaylorTwitter’s independent chairman, said: “The Twitter board conducted a thoughtful and comprehensive process to evaluate Elon’s proposal with a conscious focus on value, security and financing. The proposed transaction will provide a significant cash premium, and we believe it is the best way forward for Twitter’s shareholders. . “

Parag AgrawalTwitter’s CEO, said: “Twitter has a purpose and relevance that affects the whole world. Deeply proud of our teams and inspired by the work that has never been more important.”

“Freedom of expression is the cornerstone of a functioning democracy, and Twitter is the digital city square where issues that are crucial to humanity’s future are discussed,” Musk said. “I also want to make Twitter better than ever by improving the product with new features, making the algorithms open source to increase trust, defeat the spambots and authenticate all people. Twitter has enormous potential – I look forward to working with the company and the user community to unlock it. “

Transaction terms and financing
The transaction, which was unanimously approved by the Twitter board, is expected to be completed in 2022, subject to approval by Twitter shareholders, receipt of applicable regulatory approvals and satisfaction of other normal closing conditions.

Mr. Musk has secured himself $ 25.5 billion of fully engaged debt and margin loan financing and provides an approx $ 21.0 billion equity obligation. There are no financing conditions for the completion of the transaction.

For further information on all terms and conditions in the final transaction agreement, see Twitter’s current report on Form 8-K, which will be filed in connection with the transaction.

Profit results for the first quarter 2022
Twitter plans to publish the results for the first quarter of the financial year 2022 before the market opens April 28, 2022. In light of the pending transaction announced today, Twitter will not hold a similar conference call.

Advisors
Goldman Sachs & Co. LLC, JP Morgan and Allen & Co. acts as financial advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP act as legal counsel. Morgan Stanley serves as financial advisor to Mr. Musk. BofA Securities and Barclays also act as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP act as legal counsel.

About Twitter, Inc. (NYSE: TWTR)
Twitter is what’s happening and what people are talking about right now. To learn more, visit about.twitter.com and follow @Twitter. Let’s talk.

Additional information and where to find it
Twitter, its directors and certain senior executives participate in obtaining proxies from shareholders in connection with the pending acquisition of Twitter (the “Transaction”). Twitter plans to submit a Power of Attorney Statement (the “Transaction Power of Attorney Statement”) to the Securities and Exchange Commission (“SEC”) in connection with obtaining proxies to approve the transaction. Additional information about such participants, including their direct or indirect interests, in securities holdings or otherwise, will be included in the Transaction Authorization Statement and other relevant documents to be filed with the SEC in connection with the Transaction. Information related to the above can also be found in Twitter’s final proxy statement for the shareholders’ meeting in 2022 (the “2022 proxy statement”), which was filed with the SEC on April 12, 2022. To the extent that the holdings of Twitter’s securities have changed since the amounts printed in the 2022 power of attorney declaration, such changes have been or will be reflected in declarations of change of ownership on Form 4 filed with the SEC. Immediately after submitting the final transaction power of attorney statement to the SEC, Twitter will send the final transaction power of attorney statement and a WHITE power of attorney card to each shareholder who has the right to vote at the special meeting to review the transaction. SHAREHOLDERS ARE ENCOURAGED TO READ THE TRANSACTION AUTHORIZATION DECLARATION (INCLUDING ANY CHANGES OR SUPPLEMENTS TO THIS) AND ANY OTHER RELEVANT DOCUMENTS THAT TWITTER WILL FILE TO SILVERGEN. Shareholders can obtain, free of charge, the preliminary and final versions of the Transaction Authorization Statement, any changes or additions thereto, and any other relevant documents filed by Twitter to the SEC in connection with the Transaction on the SEC’s website (http: // www.sec.gov ). Copies of Twitter’s final transaction authorization statement, any changes or additions thereto, and any other relevant documents filed by Twitter to the SEC in connection with the transaction, will also be available free of charge on Twitter’s investor relationship website (https: // investor) .twitterinc. com) or by writing to Twitter, Inc., Attention: Investor Relations, 1355 Market Street, Suite 900, San Francisco, California 94103.

Future-oriented statements
This communication contains forward-looking statements involving risk and uncertainty, including statements regarding: the Transaction, including the expected time of completion of the Transaction; taken into account by Twitter’s board when approving the transaction; and expectations for Twitter after the completion of the transaction. If any of these risks or uncertainties materialize, or if any of Twitter’s assumptions prove to be incorrect, Twitter’s actual results may differ materially from those expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions for completing the transaction will not be met, including the risk that necessary approvals from Twitter’s shareholders for the transaction or necessary regulatory approvals to complete the transaction will not be obtained; potential litigation related to the transaction; uncertainty as to the time of completion of the transaction; the ability of each party to complete the transaction; possible disruption related to the transaction to Twitter’s current plans and operations, including loss of customers and employees; and other risks and uncertainties described in the periodic reports that Twitter files with the SEC, including Twitter’s annual report on Form 10-K filed with the SEC on February 16, 2022, which can be found on the investor relations section of Twitter’s website (https://investor.twitterinc.com). All forward-looking statements in this communication are based on information available to Twitter at the date of this communication, and Twitter assumes no obligation to update the forward-looking statements made to reflect events that occur or circumstances that exist after the date they were made. on, except as required by law.

Contacts
Investors:
[email protected]

Press:
[email protected]

SOURCE Twitter, Inc.

Elon Musk buys Twitter





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