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Credit…John Raoux / Associated Press

In the latest bomb in the Twitter takeover drama, Elon Musk tweeted this morning that his $ 44 billion bid was “temporarily pending” until he could confirm the company’s estimates that spam and fake accounts on the platform accounted for less than 5 percent of total users (that number is not new). About two hours later, Musk tweeted that he was still “committed” to the acquisition.

Twitter shares had already fallen by 20 percent in pre-market trading, while Tesla shares had jumped by 6 percent.

The tweets fed into swirling speculation that Musk could withdraw from the deal, as shares in Tesla, Musk’s main source of revenue, have fallen. Mr. Musk had a secret meeting at Twitter’s headquarters in San Francisco last Friday to discuss business and contract logistics, DealBook has confirmed, suggesting that he was at least then focused on going through it. (A spokesman told DealBook that “as part of the transaction planning process, Elon Musk visited Twitter’s office for a meeting.”)

And he has already signed a contract. In addition to the $ 1 billion breach fee, Twitter may take Mr. Musk to court to force him to pay for the deal if his debt financing is intact, under the contract.

Mr. Musk may be trying to push for a lower price by laying the groundwork for a finding of significant adverse change, similar to what LVMH did in the acquisition of Tiffany, citing economic damage caused by the pandemic. LVMH eventually received a lower price for the agreement.

But the threshold for “adverse change” is high. And given the speed and limited diligence with which Mr. Musk followed the Twitter deal, it is unlikely he will find a sympathetic judge. Mr. Musk has already told investors that he believes Twitter can fivefold its revenue, which will make Twitter a steal of $ 44 billion.

“He has already signed the dotted line saying he bought a house,” said Brian Quinn, an associate professor at Boston College Law School focusing on mergers. “If after you buy a house you say ‘I want a lower price’, the seller will say no.”

This agreement looks different than it did a week ago, and now we know more about Twitter’s challenges. Parag Agrawal, the company’s CEO, said yesterday that two top executives are leaving. (These leaders tweeted that they had been fired.) Mr. Agrawal also said he had frozen most new hires and cut spending. He said that the measures stemmed in part from the company’s inability to achieve goals in audience and revenue growth. Twitter shares closed yesterday at $ 45.22 – well below the $ 54.20 that Mr. Musk has offered. More generally, technology stocks are facing a bloodbath.

Shares in Tesla are under pressure. Mr. Musk may be the richest man in the world, but much of his wealth is tied up in Tesla – which he has used heavily to build up the rest of his business empire. Tesla shares were at $ 1,145 on the day he announced his first stake on Twitter. They were at $ 728 yesterday. Mr. Musk had already been looking to lower the rate he used his Tesla holdings to buy Twitter: He first said he would take out a $ 12 billion loan against his Tesla shares before reducing it to $ 6.25 billion . (He is reportedly looking to scrap the loan altogether.)

Mr. Musk’s tweets may come under scrutiny from the Securities and Exchange Commission. They moved shares of Tesla and Twitter, indicating that the information should have been something the shareholders found out about in a public filing with the agency. Should it be added to the long list of regulatory issues Musk has encountered with this bid?





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