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SEC filing: Elon Musk notified Twitter he wants to end the merger agreement, claiming it didn't provide him the info he requested; stock is down 6%+ after hours

Billionaire Elon Musk wants to end his deal to buy Twitter, according to a letter sent by a lawyer on his behalf to the company's chief legal officer Friday.

CNBC Lauren Feiner

Discussion

  • @btaylor Bret Taylor on x
    The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.
  • @mikeisaac Rat King on x
    and here's Elon officially trying to back out of the deal https://www.sec.gov/... https://twitter.com/...
  • @ev @ev on x
    @btaylor I'm sure there are legal/fiduciary reasons you have to say that, Bret. But if I was still on the board, I'd be asking if we can just let this whole ugly episode blow over. Hopefully that's the plan and this is ceremony.
  • @karaswisher Kara Swisher on x
    More importantly: Where is the SEC? This will set a precedent for a long time if it works.
  • @yoda Drew Olanoff on x
    Twitter comms having to work another weekend like https://twitter.com/...
  • @joshuatopolsky Joshua Topolsky on x
    Fondly thinking of @jack praising the deal in April: “Elon is the singular solution I trust. I trust his mission to extend the light of consciousness.”
  • @beeple @beeple on x
    NO DEAL https://twitter.com/...
  • @davepell Dave Pell on x
    1/ I boycotted Twitter the day they accepted Elon's offer to purchase the company. Now that I'm back I'd like to provide a brief overview of how Twitter users and investors were betrayed, what makes me think this was all a set up, and why the current CEO and board must go.
  • @mikeisaac Rat King on x
    this is kind of interesting: saying that ceo agrawal's actions of pushing out product and revenue heads as well as other layoffs are also in breach of contract (feels reaching but dunno) https://twitter.com/...
  • @matt_levine Matt Levine on x
    ahaha his list of random demands included “goldman's working fairness model”
  • @caseynewton Casey Newton on x
    If Elon Musk gives an interview about this in the coming days, I'm formally calling on protesters to play “Yakety Sax” in the background
  • @heyjulesfern Jules Glegg on x
    This man spent a billion dollars on a shitpost and it still wasn't funny https://twitter.com/...
  • @parikpatelcfa @parikpatelcfa on x
    Twitter employees after Elon decided not to buy the company https://twitter.com/...
  • @seamoosi Eric Van Allen on x
    Hard Drive dunked him so hard he deleted his Twitter deal https://twitter.com/...
  • @mgsiegler M.G. Siegler on x
    I am terminating the deal. Pray I do not terminate it any further. https://twitter.com/...
  • @youngvulgarian Marie Le Conte on x
    all of us slowly gathering around Elon Musk's house, whispering then saying then shouting “one of us one of uS ONE OF US”, Elon is crying, there's nothing he can do, we're his family now
  • @johncardillo John Cardillo on x
    Smart. Too many fake accounts. The value just isn't there. https://twitter.com/...
  • @joannastern Joanna Stern on x
    Has anyone gotten comment from the 🤖🤖🤖🤖? https://twitter.com/...
  • @danprimack Dan Primack on x
    3/ It's possible that this could be where the SEC steps in, as it might have a bigger hammer. Not in terms of financial penalties — at least not that would hurt Musk — but perhaps by banning him from being a public co exec/director (Tesla, future SpaceX) or something else.
  • @joshuatopolsky Joshua Topolsky on x
    Elon was like look I can't afford Twitter AND college for two more kids
  • @donwinslow Don Winslow on x
    cc: Donald Trump https://twitter.com/...
  • @antheabutler @antheabutler on x
    If the folks at @Twitter wanted to be really petty they should suspend EM's account till he pays
  • @davidgross_man David Grossman on x
    Elon had back out of Twitter to focus on the Telsa robot, which is coming out right after full self driving is announced, which is coming out right after Neuralink's brain implants, which is coming out right after The Boring Company's tunnels solve traffic, which is coming out
  • @reckless Nilay Patel on x
    Reminder that terminating a contract requires both parties to agree to terminate, you can't just declare a contract terminated https://www.theverge.com/...
  • @taylorlorenz Taylor Lorenz on x
    End of an era https://twitter.com/...
  • @pierce David Pierce on x
    That sound you just heard? That was a million lawyers high-fiving about the money they're gonna make from the inevitable torrent of lawsuits https://twitter.com/...
  • @anothercohen Alex Cohen on x
    BREAKING: Elon Musk pulls out
  • @om @om on x
    There was a time when a man's word was everything. Now it is just a tweet.
  • @cgasparino Charles Gasparino on x
    Good luck with this; maybe it's a negotiation ploy to get a lower price but if he's really out his lawyers have to be telling him it's going to cost a lot more than a $1 billion breakup fee because the spam account line is going to be a heavy lift in court https://www.theverge.co…
  • @danprimack Dan Primack on x
    2/ This would be unprecedented. Civil contempt of court is rare, and no one remembers Chancery ever jailing someone. However, a judge did once refer someone for criminal prosecution. Three decades or so ago.
  • @davekarpf Dave Karpf on x
    How much money can this end up costing Elon *without* him acquiring Twitter? Like, I know $1B is the floor, but what is the ceiling? Give everybody something to root for here. https://twitter.com/...
  • @cz_binance @cz_binance on x
    This sounds bad on a few different levels. 😂 Oh well, onwards... More funds for crypto investments & acquisitions. https://twitter.com/...
  • @caseynewton Casey Newton on x
    This letter is packed with things to make you eyes roll. Among other things Elon is claiming that Twitter is refusing to share its monthly daily actives, a stat that ... it files quarterly with the SEC https://twitter.com/...
  • @triketora Tracy Chou on x
    how does anyone at @twitter get any work done these days https://twitter.com/...
  • @rmac18 @rmac18 on x
    I guess he's not going to extend the light of consciousness.
  • @goldman Jason Goldman on x
    Find a tweet that's aged worse. [Retweet of @jack's April 26 tweet: “In principle, I don't believe anyone should own or run Twitter. It wants to be a public good at a protocol level, not a company. Solving for the problem of it being a company however, Elon is the singular soluti…
  • @rmac18 @rmac18 on x
    Them's the breaks.
  • @gtconway3d George Conway on x
    Having litigated busted-deal cases there, I suspect this won't go well for Elon. https://twitter.com/...
  • @mollyjongfast Molly Jong-Fast on x
    Elon could probably still afford truth social thou https://twitter.com/...
  • @tomgara Tom Gara on x
    Twitter should delete Elon's account, just for fun.
  • @bdsams Brad Sams on x
    Pay the breakup fee or ban his account - an Elon trolly game https://twitter.com/...
  • @karaswisher Kara Swisher on x
    Now comes the many lawsuits. Do you imagine for a second if the market had not tanked that this would be happening? : Elon Musk said he is seeking to terminate his deal to buy Twitter, citing “material breach of multiple provisions” of the agreement https://www.wsj.com/...
  • @caseynewton Casey Newton on x
    Twitter board chair —> https://twitter.com/...
  • @cwarzel Charlie Warzel on x
    @reckless web4 solves this
  • @jsrailton John Scott-Railton on x
    Musk just told @Twitter that he's terminating the transaction. Surprising only those unfamiliar with his character's typical plot arc. h/t @alexweprin Source:https://www.sec.gov/... https://twitter.com/...
  • @charlesarthur Charles Arthur on x
    The Musk abandonment of the Twitter deal has been increasingly predictable. Here's the opening par of the Washington Post story from Thursday, and what I wrote for Friday's @theoverspill: https://theoverspill.wordpress.com/ ... https://twitter.com/...
  • @joshuatopolsky Joshua Topolsky on x
    Master businessman does it again https://t.co/OO5XVAuR00
  • @zanderkelly30 Christopher D. White on x
    It wasn't until dude first raised a ruckus about spam bots that I knew this deal was NOT going through. Eight years in the car dealership industry. I know tire kicker when I see a tire kicker https://twitter.com/...
  • @levie Aaron Levie on x
    Twitter the corporation seems to be pretty straightforward and low drama at all times.
  • @mat Mat Honan on x
    Incredible that Twitter hasn't banned Elon like five minutes ago.
  • @tomwarren Tom Warren on x
    BREAKING: Elon Musk is officially trying to bail on buying Twitter. Musk has filed to try and terminate the deal. Details coming here: https://www.theverge.com/... https://twitter.com/...
  • @tomgara Tom Gara on x
    Elon will make history as the first person ever whose punishment for losing a massive lawsuit is being forced to own Twitter https://twitter.com/...
  • @chad_hurley Chad Hurley on x
    I guess we don't get a happy ending? :( https://twitter.com/...
  • @pt Parker on x
    Agreeing to buy Twitter and then backing out should be a suspendable offense, and you should have to resume the process to get your account unlocked. This stalemate will be resolved in a week.
  • @alexrkonrad Alex Konrad on x
    what if the real twitter deal was the babies we made along the way
  • @willoremus Will Oremus on x
    godzilla picks up a giant skyscraper, shakes it around ignoring the screams of the humans inside, takes an inquisitive bite, grimaces, tries to throw it down only to find it is stuck to his hand https://twitter.com/...
  • @mattnavarra Matt Navarra on x
    Elon Musk is about to make a bunch of lawyers very rich https://twitter.com/...
  • @jasonmillerindc Jason Miller on x
    Welp. Time to pick back up with the Twitter exodus to @GETTRofficial! #GETTR https://twitter.com/...
  • @willoremus Will Oremus on x
    sorry but if you reacted to news of elon buying twitter by scolding critics for being negative nancies and explaining how he was actually a genius who would end up rescuing the company, you have to sit out this take cycle. i don't make the rules
  • @reckless Nilay Patel on x
    Big energy in this filing https://twitter.com/...
  • @loudmouthjulia Julia Alexander on x
    I am once again declaring that I would love to see the texts between Elon and Jack during this whole thing. https://twitter.com/...
  • @maxkennerly Max Kennerly on x
    Here's the letter from Elon Musk's lawyers in which he terminates the agreement to buy Twitter. It's a bunch of hooey about Twitter misrepresenting the percent of fake/spam accounts. It doesn't include any evidence the true number is higher. https://www.sec.gov/...
  • @islimfit Adewale Adetona on x
    Elon Musk was never really serious about this deal. Good riddance. https://twitter.com/...
  • @byjudedoyle @byjudedoyle on x
    Twitter is a cursed goblet, so beautiful every man desires to drink from its depths, so foul each man is poisonèd when it toucheth his lips https://twitter.com/...
  • @antheabutler @antheabutler on x
    Boy bye https://twitter.com/...
  • @lucidfoxx @lucidfoxx on x
    Wow, what a crazy event that no one saw coming https://twitter.com/...
  • @aedwardslevy Ariel Edwards-Levy on x
    MUSK FLIPS THE BIRD
  • @davepell Dave Pell on x
    Elon is out. Of course. So I'm back.
  • @lookner Steve Lookner on x
    This guy looooooves making big promises and not keeping them https://www.cnbc.com/...
  • @julie_bush Julie Bush on x
    it's really funny for Elon to accuse twitter of lying when his original offer included no due diligence or conditions at all. this whole thing was a sham to give him an excuse to sell Tesla shares near the top without his cult turning on him. now he blame-shifts onto Twitter exec…
  • @mgsiegler M.G. Siegler on x
    Any companies looking to dump some bad news on Twitter, these next 10 to 12 months are your chance.
  • @daveleeft Dave Lee on x
    Prediction: another buyer has been waiting in the wings to get Twitter at a bargain-basement price. Remember when Salesforce was interested?
  • @richardmarx Richard Marx on x
    What a surprise. Well, at least this ridiculous process revealed once and for all what an unbelievably insecure and damaged person he seems to be. https://twitter.com/...
  • @film_girl Christina Warren on x
    There is such an easy “at least he's trying to pull out of something” joke here. And just like with sex, the pull-out method is not reliable.
  • @mgsiegler M.G. Siegler on x
    Okay, I've got it: Elon gets out of the deal, but takes on Westbrook's contract. Kyrie to the Lakers. Nets get to buy Twitter.
  • @danprimack Dan Primack on x
    1/ Okay, let's play this out. Twitter sues and wins. Delaware court forces Elon to buy the company. Elon refuses to buy company. Maybe be cries poor.
  • @villi @villi on x
    Twitter will win, but not without destroying itself and in the end Elon will pay for the ashes. The board should have never signed this deal with him. Now, unless he offers a credible compromise, you have to take this to the end and take his money. https://twitter.com/...
  • @qhardy Quentin Hardy on x
    Reporters are still covering this like Elon has been serious this whole time. The alternative theory, that he shot from the hip and hit his own foot, still fares poorly for some reason. https://twitter.com/...
  • @jason_kint Jason Kint on x
    The SEC? The same agency that gave Zuckerberg and close friends an apparent pass when they covered up a massive data scandal describing it to shareholders as a hypothetical in their risks while offloading their stock? Only to settle for $100mm same day as the FTC? Same SEC??? htt…
  • @reckless Nilay Patel on x
    Lotta fancy lawyers at three different fancy firms looking for their 1L contracts book https://twitter.com/...
  • @ericjackson Eric Jackson on x
    Big win for the bots 🤖
  • @joshuatopolsky Joshua Topolsky on x
    In uncharacteristic move, Elon Musk pulls out
  • @somebadideas Aaron Stewart-Ahn on x
    Good news except now we all don't have a solid reason to delete this app https://twitter.com/...
  • @davidmackau David Mack on x
    SAN FRANCISCO (AP) — Twitter says it will sue Elon Musk to complete the $44B merger he just rejected and is “confident” it will prevail.
  • @rmfifthcircuit Raffi Melkonian on x
    OK, Twitter/Musk/Chancery court funtime initial impressions. Musk's termination letter primarily relies on Section 6.4 of the Merger Agreement. That's below. But that provision has holes the size of a montreal bagel. Look at the part right after the page break. 1/ https://twitter…
  • @paulg Paul Graham on x
    @btaylor Do you really want to be owned by someone who doesn't want to own you though?
  • @kevinmarks Kevin Marks on x
    @Techmeme I'm enjoying the irony of the founder of Friendfeed being the one to force Musk to buy Twitter
  • @om @om on x
    The board has 16 billion reasons the deal goes through. Elon has 16 billion reasons to not do the deal. FYI; Twitter closing market cap today was a shade north of $28billion. https://twitter.com/...
  • @carnage4life Dare Obasanjo on x
    You break it, you buy it. https://twitter.com/...
  • @peachierad @peachierad on x
    thank god bc he would've deadass turned this place into Reddit 😭 https://twitter.com/...
  • @davewiner Dave Winer on x
    @Techmeme Twitter tanking would be far worse than Google pulling the plug on Google Reader in 2013. The whole world is in a way built around Twitter, and it works pretty well.
  • @tomgara Tom Gara on x
    I imagine the Delaware Court of Chancery as a kind of medieval faire, all the staffers dressed as buxom wenches and burly woodcutter peasants, there's a dude playing lute, plaintiffs seeking satisfaction must joust, etc
  • @profgalloway Scott Galloway on x
    “I've terminated the deal.” Twitter shareholders and Delaware Chancery Court,,,not so much.
  • @kurtwagner8 Kurt Wagner on x
    I really do think this is the worst possible scenario for Twitter. Either: A) Twitter forces Elon to buy a company he doesn't want with employees who seem to mostly feel the same B) Elon walks and Twitter, fresh off cost cuts and layoffs, watches stock fall wayyy below $54.20
  • @originalspin Jeff Yang on x
    Ah the one-sided breakup, Elon Musk's traditional relationship exit strategy https://twitter.com/...
  • @reckless Nilay Patel on x
    The two can be: - both parties to a contract - one party to a contract alleging breach and a judge who agrees in either case the lawyers get paid, of course
  • @rmac18 Ryan Mac on x
    me, reading “Delaware Court of Chancery” https://twitter.com/...
  • @albernstein Al Bernstein on x
    Gee, who saw this coming? LOL I think we all did https://twitter.com/...
  • @liz_franczak Liz Franczak on x
    forcing elon to buy twitter against his will is what everyone involved, including us, deserves
  • @matt_levine Matt Levine on x
    the reason that elon musk can't get out of the deal over the bots thing is not that he “waived due diligence.” it's that he SIGNED A BINDING AGREEMENT TO BUY TWITTER, and that agreement does not have any outs for “i think there are too many bots.”
  • @russ1mitchell Russ Mitchell on x
    The $8.5 billion liquidation is too often overlooked in stories about this ‘deal’ https://twitter.com/...
  • @superjonny64 @superjonny64 on x
    This is hard, because I absolutely do not want Musknto buy twitter but it would be really funny if he were forced to buy it. https://twitter.com/...
  • @tsuvik Vikas SN on x
    Twitter is ready for a legal battle to force Elon Musk to buy the firm. To accept less than the price it originally negotiated with Musk could expose Twitter to shareholder lawsuits. So while litigation could be costly, losing the deal may be even worse https://www.nytimes.com/..…
  • @laurenshirsch Lauren Hirsch on x
    No one really knows what to make of yesterday's story. But if Musk does sue to get out of the deal, Twitter is ready to go to court. It could be costly and potentially timely - but the most valuable part of Twitter right now is its deal with Musk. https://www.nytimes.com/...
  • @jayrosen_nyu Jay Rosen on x
    There are certain situations where the likelihood of manipulation is so great that you're better off ignoring the reporting until something definitive happens. https://www.nytimes.com/... https://twitter.com/...
  • @hblodget Henry Blodget on x
    Elon's 10-year Tesla options were about to expire, so he had to sell them. The Twitter bid did allow him to do that without his facing questions about why he was selling. And he sold at an excellent price! https://twitter.com/...
  • @parkermolloy Parker Molloy on x
    It's kind of remarkable that Musk made an offer to buy the company, the company agreed, and he's then spent every waking moment since then trying to weasel his way out of the deal. https://twitter.com/...
  • @evleaks Evan Blass on x
    So this is a tough one: who to root for? While I feel like Twitter under Musk could be a dumpster fire, I'd also hate to see him worm his way out of a deal that he's set to vastly overpay for. Ah, cutting off one's nose to spite the face... https://www.nytimes.com/... [free to re…
  • @davidgura David Gura on x
    “The most valuable part of Twitter right now is its acquisition agreement with @elonmusk.” https://www.nytimes.com/...
  • @tomgara Tom Gara on x
    There's a kind of poetry in the idea that this ends with Twitter being so enthusiastic about being taken over by Elon Musk that they seek a court ruling forcing him to do it. https://www.nytimes.com/...
  • @mshannahmurphy Hannah Murphy on x
    In public, Elon Musk & Parag Agrawal are engaged in a standoff Privately, it's different. In weekly discussions, they are largely aligned on how Twitter should be run And so far Musk hasn't brought up renegotiating the deal to Agrawal, per sources https://www.ft.com/...
  • @faizsays Faiz Siddiqui on x
    NEW: Elon Musk's deal to buy Twitter is in serious jeopardy, three people familiar with the discussions say. Musk was unswayed by Twitter's data “firehose,” his camp has stopped discussions with at least one likely backer, drastic action could be coming https://www.washingtonpost…
  • @sarthakgh @sarthakgh on x
    “So far, Musk has not directly brought up renegotiating the deal terms with Agrawal, according to one person familiar with the situation and confirmed in an email by Musk.” lol https://twitter.com/...
  • @rafat @rafat on x
    Never count us desis out. https://giftarticle.ft.com/...