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Elon Musk threatens to terminate Twitter agreement without information about spam accounts

In a sharp six-piece letter to Twitter on Monday, lawyers for Elon Musk, the world’s richest man, expressed their dissatisfaction.

Twitter “actively opposed and opposed” Musk’s rights while completing a $ 44 billion deal to buy the social media service, the lawyers wrote. The company “denied Mr. Musk’s data requests” to reveal the number of fake accounts on the platform, they said. It constituted a “clear material breach” of the agreement, the lawyers continued, and gave Mr. Musk the right to break the agreement.

The letter, which was delivered to Twitter and filed with the Securities and Exchange Commission, escalated Mr. Musk’s campaign to end the major film acquisition. After entering into an agreement to buy Twitter in April, Mr. Musk, 50, has repeatedly suggested that he may want to shelve the purchase. Monday’s letter contained the most direct words yet about his desire to withdraw and crystallized his legal argument for doing so.

This added another degree of uncertainty as to whether Mr. Musk would complete the deal, even though he had waived the rights to do due diligence on Twitter when he bought it. The letter also raised the prospect of a controversial legal battle if one or the other side took the case to court. If Mr. Musk followed that path, the terms of the agreement give Twitter the right to sue him to force through a completion of the acquisition, if the debt financing for the acquisition remains intact.

The letter also provoked some eyes. Mr. Musk, who heads the electric car manufacturer Tesla and the rocket company SpaceX, is a famous mercury and has often winged his triplets and trade, which makes his latest gambit not entirely unexpected.

“This is a move Twitter investors have been bracing for for weeks, the moment Elon Musk’s random tweets have been distilled into an official letter to regulators,” wrote Susannah Streeter, senior investment and market analyst at Hargreaves Lansdown. “The takeover was always destined to be a bumpy ride.”

Twitter said sales to Mr. Musk remained on track. “We intend to terminate the transaction and enforce the merger agreement at the agreed price and terms,” ​​a spokesman said, adding that the company “will continue to work together to share information with Mr. Musk to complete the transaction.”

Behind the scenes, Twitter has been sharing information with Mr. Musk for about a month without the communication breaking down, said a person with knowledge of the situation, and asked for anonymity because the discussions were confidential.

Sean Edgett, Twitter’s attorney general, also sent an email to employees Monday morning, reiterating the company’s commitment to close the deal, according to a copy of the memo obtained by The New York Times.

Twitter’s stock fell 1.5 percent on Monday to close at $ 39.56, well below the $ 54.20 price per share that Mr. Musk agreed to pay for the company.

Mr. Musk did not immediately respond to a request for comment.

Mr. Musk, who has been complaining about Twitter’s fake accounts and robots for several weeks, seems to be getting some attention around the issue with others. After Mr. Musk’s letter to Twitter went public on Monday, Texas Attorney General Ken Paxton said he was opening an investigation into the company “for potentially misleading Texans as to the number of” fine “users, his office said in a statement. .

Twitter declined to comment on Paxton’s investigation.

When Mr. Musk agreed to buy Twitter in April, he said he wanted to take the company private, allow more free speech on the platform and improve the service’s features. But in recent weeks, the stock market has plummeted over fears of inflation, the war in Ukraine and supply chain challenges.

The downturn has hit stocks in companies such as Tesla, which is Mr. Musk’s main source of wealth. The turmoil has also rattled the credit markets, potentially making it more difficult for banks to sell their debt, which is usually taken up to finance a takeover. Analysts have speculated that these factors have given the Mr. Musk buyer remorse for spending $ 44 billion on social media..

In recent weeks, Mr. Musk has threatened to put the Twitter deal “on hold” over the number of fake accounts. Last month, he tweeted that “the agreement can not go ahead” before Twitter shows “evidence” that these accounts make up less than 5 percent of users, as the company has repeatedly said. He also made similar comments at a conference in Miami, indicating that he may be trying to lay the groundwork for recasting the agreement.

Musk appeared to be building a case to argue that Twitter had experienced a “significant negative change” that would significantly affect the business, which could allow him to break the agreement. Nevertheless, legal experts have questioned the benefits of this argument, especially since Twitter has long revealed that fake accounts represent about 5 percent of users.

However, Mr. Musk’s letter on Monday represented a new strategy. Instead of just saying that the billionaire did not believe in Twitter’s figures, his lawyers said in the letter that the company violated its obligations by not giving Mr. Musk the information he considered important to the deal – in this case how it accounts for the number of robots.

The lawyers wrote that Mr. Musk had “repeatedly” asked for more information about how Twitter measured spam and fake accounts on his platform, and that he had “made it clear that he does not believe that the company’s lax test methods are sufficient, so he must perform its own analysis. “

They said that Twitter’s cooperation was necessary to secure the debt financing that the banks have committed to financing the agreement. Morgan Stanley and other lenders have pledged $ 13 billion in debt to pay for Mr. Musk’s takeover. These obligations are governed by the same legal contracts as the agreement.

“What he’s actually doing is a much smarter attempt to get out of the merger deal,” said Ann Lipton, a professor of corporate governance at Tulane Law School. “If Twitter really shut down requests for information, and those requests for information were necessary or reasonable for Musk to receive his funding – which is what he claims in this letter – then it would be a breach that allows Musk to walk away. ”

Twitter, for its part, can claim that it does not have the information that Musk requires, or that it is not necessary for the agreement to be terminated, she said.

An agreement is expected to be concluded by 24 October. If it does not end by then, both sides can go away. If the transaction is delayed by regulatory approvals at that time, Mr. Musk and Twitter will have another six months to close it. The deal includes a $ 1 billion breakup fee for both parties, under certain conditions.

In many respects, the agreement is otherwise on schedule. Last week, Twitter announced that it had received regulatory approval from the Federal Trade Commission to proceed with the sale.

On the financing front, Musk revealed in a submission last month that he had raised his personal cash obligation to the agreement, and canceled a planned loan against shares in Tesla. He also said he was in talks with other Twitter shareholders, including the company’s co-founder Jack Dorsey, about rolling their existing shares into the company after it was taken privately.

For Twitter, it is existential to complete the agreement. The company has had problems delivering consistent financial results and increasing the number of users.

Parag Agrawal, Twitter’s CEO, last month cut the company’s discretionary expenses and froze new hires. Since taking over in November, he has shaken up the company’s top ranks and has plans for several changes. He has also asked employees to try to stay the course.

“I know we’ve been through a period of uncertainty,” he said at a recent corporate meeting. “We are shifting focus back to our work.”

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