Monday, April 25th 2022
Elon Musk to Acquire Twitter
Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company.
Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter's closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board conducted a thoughtful and comprehensive process to assess Elon's proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter's stockholders."
Parag Agrawal, Twitter's CEO, said, "Twitter has a purpose and relevance that impacts the entire world. Deeply proud of our teams and inspired by the work that has never been more important."
"Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated," said Mr. Musk. "I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential - I look forward to working with the company and the community of users to unlock it."
Transaction Terms and Financing
The transaction, which has been unanimously approved by the Twitter Board of Directors, is expected to close in 2022, subject to the approval of Twitter stockholders, the receipt of 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 is providing an approximately $21.0 billion equity commitment. There are no financing conditions to the closing of the transaction.
For further information regarding all terms and conditions contained in the definitive transaction agreement, please see Twitter's Current Report on Form 8-K, which will be filed in connection with the transaction.
First Quarter 2022 Earnings Results
Twitter plans to release its first quarter fiscal year 2022 results before market open on April 28, 2022. In light of the pending transaction announced today, Twitter will not hold a corresponding conference call.
Advisors
Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as financial advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP are serving as legal counsel. Morgan Stanley is acting as lead financial advisor to Mr. Musk. BofA Securities and Barclays are also acting as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter's closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board conducted a thoughtful and comprehensive process to assess Elon's proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter's stockholders."
"Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated," said Mr. Musk. "I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential - I look forward to working with the company and the community of users to unlock it."
Transaction Terms and Financing
The transaction, which has been unanimously approved by the Twitter Board of Directors, is expected to close in 2022, subject to the approval of Twitter stockholders, the receipt of 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 is providing an approximately $21.0 billion equity commitment. There are no financing conditions to the closing of the transaction.
For further information regarding all terms and conditions contained in the definitive transaction agreement, please see Twitter's Current Report on Form 8-K, which will be filed in connection with the transaction.
First Quarter 2022 Earnings Results
Twitter plans to release its first quarter fiscal year 2022 results before market open on April 28, 2022. In light of the pending transaction announced today, Twitter will not hold a corresponding conference call.
Advisors
Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as financial advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP are serving as legal counsel. Morgan Stanley is acting as lead financial advisor to Mr. Musk. BofA Securities and Barclays are also acting as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
86 Comments on Elon Musk to Acquire Twitter
I hope that these issues are fixed in the long term, but I've learned that Elon Musk (and his fanbase) don't care about ethical engineering. I dare say that everything Musk touches is absolutely toxic.
Its a shame too. Tesla was fine when it started (a good idea to bootstrap Li-Ion from battery supplies like Panasonic at first to bootstrap the industry). SpaceX is fun (who doesn't like space?) etc. etc. But give it a few years, and all of the "details" become corrupt, alien, and full of tech-bro toxcicity. It becomes impossible to discuss the issues or try to improve these companies he creates, as Musk prefers to use social media memes to fake his reputation and fake his "solutions".
I consider Musk to be the new PT Barnum of this century. Successful businessman, but largely built around lying to his customers while making his customers feel good about those lies.
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That being said, Twitter is probably a good match for him. Its a similarly toxic company built upon heaps of Ad-tech (the only real innovation the company has) and is a piss-poor network for actual debate and discussion. But I expect Twitter to become even worse of an online hellhole if Musk becomes its leader.
Would be nice to see the cancel cultures heads explode :laugh:
Doesn't make me want to join twitter it's still 95% horse shit.
Yep they'll just have to stay on facebook safe space where they belong :laugh:
I still don't get why there is a news about a guy buying this thing here but, OK.
But the evidence levied is extremely strong. Before the State of California collected the cases together, over 160 individual African Americans sued Tesla (!!!). When one of these cases was proven in October of last year (the $137,000,000 case I posted earlier) , California decided to collect all 160 cases together for a large-scale systemic racism case.
Because its one thing to have a racist boss (which happens pretty often). But when its a large-scale, across the board problem with over 160+ court cases, that's seriously indicative of a problem.
California did collect the following pieces of evidence:
www.dfeh.ca.gov/wp-content/uploads/sites/32/2022/02/DFEH-vs-Tesla.pdfSince they're officially filed by the plaintiff, this document holds the weight of the court. It seems like today, Tesla's factories are racially segregated (!!!), and provably so.
Source : www.techpowerup.com/forums/threads/forum-guidelines.197329/
I wish the community in question would lead by example or learn some way to take the power back from many of the words.
I could post offensive language music where people of different backgrounds use the racial slurs in song, quotes from the stars who supposedly represent their community but at the end of the day no one is forced or compelled to work anywhere, bake any cake, or sing any words.
This ain't a case of "simply" offensive language being used once or twice by some idiot middle manager. The claims in this document are mind-boggling. I would recommend at least going over the introduction and reading the claims for yourself.
EDIT: And this isn't simply a recent phenomenon either. The court document shows off complaints from as early as 2012. So this kind of behavior has been going on for damn near a decade at this point, despite numerous court cases and court-orders for Tesla to correct the problem. That suggests that somebody from the top-down is not simply "slow playing" the corrections here, but is purposefully preventing the managers from correcting the issue.
Far to many small minds and ever gaping mouths.
I'll pass.
All social media is poop, which is why i like our privately owned TPU where i mostly get away with being an official nuisance
Are they accusing a actual African American of being racist?
What stops them from creating a rival company?
What stops them from leveraging experience elsewhere?
What stops them from quitting in protest?
I’m unwilling to take claims of racism at face value in our current political climate of Juicy Somollet, fake hate crimes, reparation for crimes of the past. www.wsj.com/amp/articles/hate-crime-hoaxes-are-more-common-than-you-think-11561503352
Individual freedom through individual responsibility is the ultimate utopia, every adult should be free to do as they please unless directly harming another or directly calling for the harm of another, anything beyond this is a form of tyranny.
No comment on my questions though?
South Africa has had and continues to have issues, blaming Musk for what happened for a short time while he was a kid is a low blow.