Twitter Inc. on Tuesday released an account of its deal negotiations with Elon Musk, showing that it has come out of asking questions about the social media company’s business, which it now cites as announcing the $ 44 billion acquisition “on hold.”
The account, published in a Twitter proxy statement, outlines what shareholders need to know in order to vote on the deal, draws a picture of Mask in a hurry to win a deal, and does not mention the threat he tweeted about not moving forward with the deal. He doesn’t know how many spam accounts there are on the platform.
The proxy statement shows that Musk discussed the Twitter deal on the weekends of April 23 and April 24 without any due diligence.
Since the agreement was signed on April 25, Mask has questioned the legitimacy of Twitter’s public filing of spam accounts, which represent less than 5% of spam accounts, claiming that they must be at least 20%. It said on Twitter that its filings provided only speculation.
On Tuesday, Musk tweeted that Twitter chief executive Parag Agarwal had refused to show evidence for his company’s speculation and that the deal could not go ahead until he did. Twitter’s proxy statement shows that Mask made no attempt to obtain information about the issue in the run-up to the deal.
“Mr Musk has not been asked to enter into a privacy agreement or seek any non-public information about Twitter from Twitter,” Twitter said in a statement.
Legal experts say Musk will probably lose in court if he tries to pull out of a deal. But they say any lawsuit would be protracted and create uncertainty over Twitter’s business. Most companies that have won lawsuits against their acquirers have ended up negotiating a financial settlement.
Musk is obligated to pay a 1 billion break-up fee if he does not fulfill the contract, but Twitter can sue Musk for “certain performance” to force him to complete a contract and consequently get a settlement from him.
Twitter said on Tuesday that it is committed to the deal at an agreed price and that it is expected to be completed in 2022.
(Reporting by Greg Rumeliotis of New York, edited by Nick Jiminski)