Twitter's board says it intends to “close the transaction” at the agreed price and “enforce the merger agreement”

New York CNN Business — … Who wants to own Twitter? Maybe Elon Musk doesn't. Sure, maybe he is causing chaos to extract a lower price from the Twitter board …

CNN 2022-05-18 Brian Stelter

Context & Ripple Effects

Twitter had already accepted Musk's $54.20-per-share cash acquisition offer, subject to shareholder and regulatory approvals. A day before the board's statement, Musk said a lower price was not out of the question, putting the agreed consideration at the center of the dispute.

The board's response makes clear that it is treating the signed merger agreement—not a reopened price discussion—as the governing framework, consistent with related coverage framing its decision around shareholder interests.

First-order effects

Twitter's board is rejecting a lower-price renegotiation and directing the company toward closing at the agreed $54.20 per share or enforcing the merger agreement against Musk.
Musk's leverage shifts from public pressure over price to whatever rights and obligations the signed agreement provides.

Second-order effects

Twitter shareholders face a transaction defined by contractual enforcement rather than an immediately revised bid, while the board's focus remains the agreed cash consideration.
The dispute turns the merger agreement into the key asset for both sides: Twitter must demonstrate its ability to compel the agreed outcome, and Musk must ground any challenge in the contract's terms.

Third-order effects

If boards respond similarly when signed buyers seek to revisit price, merger agreements become more visibly central to deal certainty after announcement, not merely closing paperwork.

The trend: The episode is part of a broader shift in which contested takeovers are fought through signed-agreement enforcement rather than informal post-bid price bargaining.

Discussion

@sherman4949 Alex Sherman on x
Golden parachute update: Twitter CEO Parag Agrawal gets $60m if he sells and is let go as CEO (as assumed). Twitter CFO Ned Segal would get about $46m. https://www.sec.gov/...
@nycsouthpaw @nycsouthpaw on x
Musk waived business due diligence in making his offer, and the Twitter board quite clearly relied on that waiver in accepting it. https://twitter.com/...
@nycsouthpaw @nycsouthpaw on x
Musk was so cheesed up to complete this deal he publicly mulled trying a tender offer on the open market at his $54.20 price. It's amusing to imagine if he'd gone that route that he would've dickered with each individual stockholder over the percentage of bots on the platform.
@laurenshirsch Lauren Hirsch on x
Here are the risks to its business Twitter's board evaluated in deciding to sell https://twitter.com/...
@loudmouthjulia Julia Alexander on x
Jack Dorsey's behind-the-scenes but incredibly influential role in the last ~seven or so weeks of this Twitter rollercoaster can't be understated, but the proxy lays it out relatively well. https://www.sec.gov/... https://twitter.com/... https://twitter.com/...
@emptywheel @emptywheel on x
I know this is standard legal boilerplate, but Twitter just questioned Elmo's ability to consummate the deal which, financially, he may not be able to do. https://www.prnewswire.com/... https://twitter.com/...
@danprimack Dan Primack on x
Prior to May 5, per Twitter's proxy: “Mr. Musk did not ask to enter into a confidentiality agreement or seek from Twitter any non-public info regarding Twitter.”
@ivanthek @ivanthek on x
!!! Draw your own conclusion. https://twitter.com/...
@ivanthek @ivanthek on x
🚨 Twitter files preliminary proxy materials required to solicit stockholder vote, which is a condition to completing the sale to Musk. https://www.sec.gov/... https://twitter.com/...
@danprimack Dan Primack on x
Twitter proxy for Elon takeover. Background of deal begins on page 41. https://www.sec.gov/...
@bongcapital @bongcapital on x
For everyone saying “he can just pay $1bn and walk away!”, the first item listed under the negotiations is “(1) Twitter's specific enforcement rights to require Parent and Mr. Musk to perform their obligations under the merger agreement and consummate the closing...”
@sherman4949 Alex Sherman on x
On April 24, in a letter to the Twitter board, Musk noted his proposal at $54.20 was becoming increasingly favorable to Twitter shareholders because of the market correction. https://www.sec.gov/...
@laurenshirsch Lauren Hirsch on x
When Elon told the Twitter board about his stake, he proposed three things: join the board, take it private or start a competitor https://twitter.com/...
@arashmassoudi Arash Massoudi on x
Goldman Sachs will make $80m and JPMorgan will make $53m from advising Twitter IF (that's a gigantic if) the deal happens. https://www.sec.gov/...
@brianstelter Brian Stelter on x
New, stronger statement from the Twitter board tonight: “The Board and Mr. Musk agreed to a transaction at $54.20 per share. We believe this agreement is in the best interest of all shareholders. We intend to close the transaction and enforce the merger agreement.”
@bongcapital @bongcapital on x
The deal background is actually pretty dry. Lame. The attempt to control Elon's shitposting is simply described as “(9) limitations on the parties' ability to make public statements regarding the merger”. Clearly, that didn't really work.
@ivanthek @ivanthek on x
Bottom line: Twitter's lawyers are taking steps to close the deal on its original terms, basically ignoring the noise from Mr. Buyer's Remorse. There will be more drama.
@dsquareddigest Dan Davies on x
If I was advising the Twitter board I would tell them to put out a release saying that in the event of some element of Musk's financing falling through, they would recommend acceptance of Tesla shares at a ratio based on 30 day VWAP, and they will suit for specific performance
@bongcapital @bongcapital on x
(cont'd) “... on the terms set forth in the merger agreement, as well as third-party beneficiary rights under the equity commitment letter to enforce Mr. Musk's obligations to fund the equity commitment;”
@samro @samro on x
my favorite part of this whole Twitter/Musk hullabaloo is the $54.20 offer price https://www.sec.gov/...
@sarafischer Sara Fischer on x
#BREAKING: @Twitter files preliminary proxy. Details: 1. Shows bankers advised Twitter take deal at $54.20 2. @jack recommended to @elonmusk Twitter “better able to focus on execution” as a private co 3. Musk was considering starting competitor to Twitter https://www.sec.gov/... …
@sherman4949 Alex Sherman on x
“Since that time the attractiveness of my proposal has only increased given the market's continued correction. Had your stock traded inline with comparable social media companies, my offer would represent approximately 90% and 70% premiums to those times.” https://www.sec.gov/...
@sherman4949 Alex Sherman on x
So — the way this is written — it sounds like Musk was ready to join the Twitter board until @jack told him he thought Twitter would be better off private and wouldn't stick around on the board with him. https://www.sec.gov/...
@danprimack Dan Primack on x
April 5: “Mr. Dorsey shared his personal view that Twitter would be better able to focus on execution as a private company.”
@sherman4949 Alex Sherman on x
“Furthermore, if the merger is not completed, and depending on the circumstances that cause the merger not to be completed, the price of our common stock may decline significantly.” Ominous (if not obvious) words in Twitter's deal filing: https://www.sec.gov/...
@sherman4949 Alex Sherman on x
“Mr. Musk reiterated his interest in potentially joining the Twitter Board to help improve Twitter's business as a director of Twitter, and that he was also considering the possibility of taking Twitter private or starting a competitor to Twitter.” https://www.sec.gov/...
@davezatz Dave Zatz on x
Twitter's gonna do so much good with that $1b payoff. Might even finish building that edit button! https://twitter.com/...
@ilyabr0wn Ilya Brown on x
For all the reporters in my DMs looking for me to spill the tea... ☕️ Yes, I'm leaving Twitter. 😢 No, it is not because of Elon or uncertainty inside the company. https://twitter.com/...
@kurtwagner8 Kurt Wagner on x
NEW: Three more senior Twitter execs are departing as everyone waits around for Elon https://www.bloomberg.com/... w/ @EdLudlow
@carnage4life @carnage4life on x
Been hitting refresh all day waiting for Elon's take on the Buffalo shooter's manifesto and video being shared on Twitter. Nothing. Nada. Zip. Zilch.
@annmlipton Ann Lipton on x
well he's doing a great job of sabotaging the company, for whoever ends up with it https://twitter.com/...
@jerrycap @jerrycap on x
Twitter is a sinking ship without Musk. https://twitter.com/...
@jesselehrich Jesse Lehrich on x
THREE more senior execs are fleeing @Twitter as Elon tweets poop emojis at their CEO. https://www.bloomberg.com/...
@mattnavarra Matt Navarra on x
3 more key Twitter employees just quit https://www.bloomberg.com/...
@matt_levine Matt Levine on x
I am committed to completing this newsletter on the agreed price and terms as promptly as practicable. https://www.bloomberg.com/...
@crtrud Craig Trudell on x
“One fun thing to do with this proxy is to go through it and count how many times Musk violated US securities laws in his efforts to buy $TWTR.” https://www.bloomberg.com/...
@chandrarsrikant Chandra R. Srikanth on x
“I think it is important to be clear here that Musk is lying. The spam bots are not why he is backing away from the deal, as you can tell from the fact that the spam bots are why he did the deal”, brilliant column by @matt_levine https://www.bloomberg.com/...
@davemcclure Dave McClure on x
Matt Levine is a living precious gift here on God's Green Earth and we should protect him from any and all harm. (fight me if you disagree) https://twitter.com/...
@carnage4life @carnage4life on x
So dude is really just going to pivot from free speech to bots and ignore the Buffalo shooter discourse? Well done. 👏🏾👏🏾 👏🏾
@joparkerbear Brosephine Wires on x
A fun look at where we are. Bloomberg pulls no punches. “An agreement with Elon Musk is worthless, as Twitter has learned over and over again.” https://www.bloomberg.com/...
@jamespmanley Jim Manley on x
If only the New York Times tech columnist would call musk out like this . https://twitter.com/...
@adamweinstein Adam Weinstein on x
Shorter Bloomberg: Don't play spades with Elon, because he'll always renege https://www.bloomberg.com/... https://twitter.com/...
@edwardnh Edward Harrison on x
Musk “knew about the spam bot problem before signing the merger agreement... No new information has come to light about spam bots in the last three weeks.” Doesn't sound like material adverse info came to light https://www.bloomberg.com/...
@parmy Parmy Olson on x
.@matt_levine points out Musk is not only lying about spam bots, he'll probably ignore any future orders from the SEC or Delaware court over how he emoji-pooped all over his agreement with Twitter. The world's richest man is basically out of control. https://twitter.com/...
@knieriemen Greg Knieriemen on x
I don't care who owns Twitter. I do care that verification opens to everyone, that bots are eliminated and that the feed algorithm is transparent (or open source). https://twitter.com/...
@caseynewton Casey Newton on x
I'm trying to think of a more obvious lie in the history of American business https://twitter.com/...
@getwired Wesley Miller on x
When does this become criminal? https://twitter.com/...
@read_n_learn Scott Ruesterholz on x
So I guess a “best and final” offer could end up being “better than actual” for Twitter? Very interesting decision for the board. They have a pretty strong merger agreement (he probably can't walk and just pay $1 bln) but do you accept $48-50 vs $54.20 rather than fight in court?…
@epicureandeal Ted on x
If @elonmusk didn't exist, @matt_levine would have to invent him. https://twitter.com/...
@scottnover Scott Nover on x
Just a reminder that Elon Musk signed an a agreement to (1) buy Twitter at $54.20 a share and (2) not disparage the company or its representatives. He cannot get out of that $54.20 deal unless Twitter allows him to do so because he signed a “performance” clause too.
@opinion @opinion on x
Elon Musk wanted to buy Twitter because of the spam bots. Now he does not want to buy Twitter because of the spam bots. https://www.bloomberg.com/...
@goldman Jason Goldman on x
Let Matt run Twitter. He has the virtue of actually being right about stuff. https://twitter.com/... https://twitter.com/...
@johnpaczkowski John Paczkowski on x
“I think it is important to be clear here that Musk is lying.” We really do not deserve @matt_levine https://twitter.com/...
@taylorlorenz Taylor Lorenz on x
“Twitter could get all 229 million of its monetizable daily active users in a room and have them say ‘hello Elon, we are real,’ and that would not convince him, because he does not want to be convinced. He wants to pay a lower price.” https://www.bloomberg.com/...
@jeffhauser Jeff Hauser on x
It's a terrible thing that you can be a serial breaker of contracts and securities law and be deemed a genius while living large and free, rather than be deemed a cretinous liar while residing in a prison cell. https://twitter.com/...
@modestproposal1 @modestproposal1 on x
Have read Matt since the Dealbreaker days. Today is the first time you can feel him actually angry about the subject at hand. “I think it is important to be clear here that Musk is lying” “An agreement with Elon Musk is worthless, as Twitter has learned over and over again” https…
@harrymccracken Harry McCracken on x
“If he didn't want to buy Twitter because there are spam bots, he should not have signed a contract to buy Twitter. No new information has come to light about spam bots in the last three weeks.” https://twitter.com/...
@burnettgracem Grace Maral Burnett on x
No one does better tweets of their own articles. No one. https://twitter.com/...
@matt_levine Matt Levine on x
@modestproposal1 y'know i am not even really offended by people cynically trying to reprice deals by drumming up fake breaches; what bugs me is that people seem to believe him. there are all these articles now about twitter's bot problem! as though that were relevant to what is g…
@mims Christopher Mims on x
“Musk is angling to reprice the deal for straightforward market reasons. But that is very clearly not allowed by the merger agreement that he signed: Public-company merger agreements allocate broad market risk to the buyer, and he can't get out just because stocks went down.” htt…
@karenkho Karen K. Ho on x
I feel bad for every time Matt tries to take a day off, as evident by the escalating tone of his OOO notes. https://twitter.com/...
@ceciliakang Cecilia Kang on x
“or I will die trying!” Nice @matt_levine take “Twitter could get all 229 million of its monetizable daily active users in a room and have them say “hello Elon, we are real,” and that would not convince him, bc he does not want to be convinced. He wants to pay a lower price” http…
@datadrivenmd @datadrivenmd on x
“Elon Musk has a chance to plant his flag in the ground: to commit to his vision of laissez-faire content moderation and accept the consequences or recognize that there are limits. Instead, the free speech advocate has become strangely mute.” 🎯 https://twitter.com/...
@clarajeffery Clara Jeffery on x
Still nothing from Elon on the Buffalo race massacre or how he'd want Twitter to handle the actual video or the spread of replacement theory on this platform.
@toure @toure on x
Not a word on Elon's feed about Buffalo, ok, he doesn't have to comment, but do you think he understands the link between what happened and the killer's social media diet and how opening twitter to right wing crazies could lead to more racist incidents like that? https://twitter.…
@deanobeidallah @deanobeidallah on x
Wonder if Elon Musk's idea of “free speech” would be to allow the Buffalo terrorist to have live streamed his attack on Twitter? We know Musk has no problem with white supremacists on Twitter
@martinsfp Martin Sfp Bryant on x
A funny kind of “on hold” https://twitter.com/...
@business @business on x
In public, Elon Musk's erratic tweets have sent Twitter's shares flailing. Behind the scenes, advisers on both sides are plugging away to close a megadeal https://www.bloomberg.com/...
@shortingisfun @shortingisfun on x
It's happening Elon. You're not going to Tweet your way out of it. Dump your $TSLA stock and write the check. $TWTR https://twitter.com/...
@eroston Eric Roston on x
Fun website none of us would pay for may need new sources of revenue. https://www.bloomberg.com/... https://twitter.com/...
@parismarx Paris Marx on x
Business genius Elon Musk would take Twitter's annual interest expenses from ~$50 million to close to $1 billion if he does eventually take it over because he's structured the financing so poorly. No wonder he's having second thoughts. https://www.bloomberg.com/... https://twitte…
@gtiso @gtiso on x
We're all going to become chattels in the liquidation of Twitter Inc not many years down the line. https://twitter.com/...
@evanmcmurry Evan McMurry on x
“Bankers pulled all-nighters and worked through the Easter and Passover holiday weekend, rushing to meet Musk's 4/20 deadline to build the financing package. What they cooked up will take Twitter far deeper into debt.” https://www.bloomberg.com/...
@nkulw @nkulw on x
Who could have possibly seen this coming https://www.bloomberg.com/...
@elonmusk Elon Musk on x
@Teslarati 20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher. My offer was based on Twitter's SEC filings being accurate. Yesterday, Twitter's CEO publicly refused to show proof of <5%. This deal cannot move forward until he does.
@elonmusk Elon Musk on x
Twitter claims that >95% of daily active users are real, unique humans. Does anyone have that experience?
@elonmusk Elon Musk on x
@EvaFoxU Hello @SECGov, anyone home?
@mmasnick Mike Masnick on x
Since it seems there's a decent chance Elon pulls out of the Twitter deal, who else would be in line to buy up the pieces (at a much bigger discount)? My white knight guess is Microsoft. Who else?
@evafoxu @evafoxu on x
@elonmusk The SEC should investigate whether the Twitter claims are true. If it turns out that Twitter lied in the official filing, then serious consequences and complete distrust of investors can await it.
@sruhle Stephanie Ruhle on x
Do I have this timeline right? - huge influencer buye up stock in a company he often mocks - announces plans to buy company - bid accepted - starts publicly heckling employees & biz practices - stock drops (w/mkt) - pulls out over questions that due dilligence would have covered …
@lizpeek Liz Peek on x
If @twitter isn't being honest w shareholders or @elonmusk re bot #s musk has every right to pull out! https://twitter.com/...
@moorehn Heidi N. Moore on x
Would just add the part where he specifically proposed the deal *because of the power of bots* and also that he agreed to do no due diligence before going ahead https://twitter.com/...
@meiselasb Ben Meiselas on x
Stop whining. You claim you wanted to acquire Twitter because you wanted to help remove bots and you waived due diligence. Sick of this. Post videos of rockets or cars or be quiet. https://twitter.com/...
@tedlieu Ted Lieu on x
This would require talking to the Kremlin. #tuesdayvibe https://twitter.com/...
@anandwrites @anandwrites on x
You of all people should know that Twitter users can be real people who behave like bots. https://twitter.com/...
@mollyjongfast Molly Jong-Fast on x
He's trying to get out of paying the billion dollar kill fee. https://twitter.com/...
@annelamott Anne Lamott on x
Elmo Moose, pay the billion. As I'm sure you remember, I was the speaker directly before you at TED 2017-remember? I spoke on 12 things I was sure of? Is it coming back? But the 13th wd've been, If you can throw $ at a problem and make it go away, it's not an interesting problem.…
@joshtpm Josh Marshall on x
who does this freak thinks he's kidding? is there anyone who takes this “oh my girlfriend is from Canada, you wouldn't know her” shtick seriously? https://twitter.com/...
@lukemiani Luke Miani on x
Initiates a 44 billion dollar deal and just takes one stat at face value? Didn't deduce or do *any* research (on say, Google) that would easily provide this information? Sure. Believable https://twitter.com/...
@billym2k Shibetoshi Nakamoto on x
@elonmusk i had to purchase third party muting and blocking software to even make my twitter experience usable with all the stupid ass shill bots and fake users so i would say, a resounding “absolutely not”
@thesheetztweetz Michael Sheetz on x
Elon Musk, yesterday: “I've not seen any evidence of aliens and I'll be the first to tweet about it or whatever if I see some.” “If we found aliens ... probably SpaceX would get a ton more revenue.” https://www.youtube.com/... #UFOHearings https://twitter.com/... https://twitter.…
@janewells @janewells on x
Am I the only one who thinks he's trying to come up with a reason to break up with his corporate fiancée? #Elon Musk said his $44 billion deal for Twitter can't move forward until the company is clearer about how many of its accounts are fake https://www.wsj.com/...
@richsignorelli Richard Signorelli on x
Twitter is committed to completing deal & will sue this moron to compel specific performance/payment of penalty. Musk said his $44 billion deal for Twitter can't move forward until the company is clearer about how many of its accounts are fake https://www.wsj.com/... via @WSJ
@nilegardiner Nile Gardiner on x
Striking how many of the Twitter troll accounts in the UK are far left, pro-EU. Anti-Brexit, pro-Remain accounts on Twitter are overwhelmingly anonymous for some reason. https://www.wsj.com/... via @WSJ
@efffalcon Ernesto Falcon on x
Damn the honeymoon with conservatives wasn't even going to make it to day 1. He's bailing on day zero. https://twitter.com/...
@carnage4life @carnage4life on x
Elon's legal team on their way to court to explain why a signed agreement to buy Twitter is off because Elon, who said he was buying Twitter to get rid of bots, didn't read the stats about how many bots are on Twitter. https://twitter.com/...
@tonychurnside @tonychurnside on x
“Waiter there's a fly in my soup” https://twitter.com/...
@karlbode Karl Bode on x
oh no i overpaid for a business i don't understand without doing due diligence right before my finances took a hit time to fling out a flimsy excuse the press will take seriously so i can either force a cheaper deal or back away entirely while getting my gargantuan ego stroked ht…
@film_girl Christina Warren on x
What a baby. Take the L and admit your trolling backfired and now you're stuck overpaying for an asset that you've devalued and destabilized with your own behavior. https://www.wsj.com/...
@gauravsabnis Gaurav Sabnis on x
As we say in Hindi, are you a human being or are you pyjamas? 😂😂 Of all the made up invalid reasons to back out of a purchase he never intended to follow through on anyway, this is the most Casablanca like, @elonmusk https://twitter.com/... https://twitter.com/...
@briannawu Brianna Wu on x
Something I think about: Musk has billions of dollars and can do anything he wants. And yet he has a howling, insatiable need for validation on Twitter just like the rest of us. There's no point, no number of followers or success in the public sphere where you win this game.
@caseynewton Casey Newton on x
🤡🤡🤡 https://twitter.com/...
@matthuang Matt Huang on x
Genuine question: is the Twitter bot problem so easy? 1) Isn't it an adversarial problem? AIs to detect bots vs AIs to create bots? 2) What % false positive rate is acceptable? (Putting aside exact image/name scam bots that *should* be easy to detect)
@cianmaher0 Cian Maher on x
All Elon Musk has done since he said he was buying Twitter is look for reasons to not buy Twitter https://twitter.com/...
@green_footballs Charles Johnson on x
Seems like something you'd investigate BEFORE committing to a $44 billion deal, if you were serious. https://twitter.com/...
@ldrogen Leigh Drogen on x
This guy is never ever going to jail for stock manipulation or securities fraud Ever And he knows it And when that's the case, oh man what a superpower He probably doesn't even care about the money it's just a game and he won again https://twitter.com/...
@carnage4life @carnage4life on x
Parag unceremoniously fired his heads of consumer product and monetization. Jack threw the company he founded and ran under the bus. All this just for Elon to get the worst case of buyer's remorse the world's ever seen. Truly, don't count your chickens before they've hatched. htt…
@marcushouse Marcus House on x
Still trying to understand why he wants the hassle honestly. I mean... how many people like Zuckerberg? No one that runs a social media company is likely to be loved, no matter what. 🤔 https://twitter.com/...
@grady_booch Grady Booch on x
@elonmusk ... Seems like you have buyers remorse.
@mattnavarra Matt Navarra on x
Elon Musk expands on his bullshit reason to stall deal in pretext to renegotiating price https://www.wsj.com/...
@sarthakgh @sarthakgh on x
“Obviously Twitter's actual board of directors would never do this, because they are constantly forgetting that they run Twitter; they don't use it themselves, so they can't imagine that the product might be important to people like Musk.” https://twitter.com/... https://twitter.…
@psawers Paul Sawers on x
There's no question that Musk is simply looking for a way out, the whole thing is looking like an entire waste of everyone's time. https://twitter.com/...
@bencsmoke Ben Smoke on x
maybe, given his long history of chatting utter gash, we should stop reporting every new thing he says and wait for actual concrete things to happen before cracking out the breaking news gif?? https://twitter.com/...
@martinsfp Martin Sfp Bryant on x
Seeing as he doesn't seem to believe Twitter's methodology, and Twitter says the work can't be duplicated externally, this looks like a potential (expensive) opportunity for Musk to find a way out of a deal he can't finance while making Twitter look like the bad guys. https://twi…
@alex_panetta Alexander Panetta on x
The human brainpower spent discussing this saga could power a fleet of teslas. https://twitter.com/...
@aphclarkson Alexander Clarkson on x
Maybe someone should get Elon a pet hamster instead https://twitter.com/...
@garyblack00 Gary Black on x
Elon needs to walk away from $TWTR and let it fall back to $30/share. That's the best outcome for $TSLA SHs. End of distraction. https://twitter.com/...

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