19 ms·

> As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the board has a serious legal obligation to carefully revi

> As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the board has a serious legal obligation to carefully review this offer and make a decision. What a gut check. I'm sure this is an obvious comment by now, but seeing the board's response to turning down something like this is going to be an olympic level display of mental gymnastics. Exciting times.

ajaimk 5y ago
Microsoft + Yahoo comes to mind
- tempnow987 5y ago
  Exactly what I was thinking of! To catch folks up MS offered Yahoo $44B in their CHOICE of cash or stock (58B inflation adjusted). Yahoo said no, then imploded.
  - sharken 5y ago
    That fate seems unlikely for Twitter, it's right now the go-to place for last-minute info on Putins invasion of Ukraine. After that who knows. Well, apparently Elon Musk knows.
    - lumost 5y ago
      reddit is pretty good at up to the minute information as well, it also benefits from topic filters/groupings and moderation.
      - tremarley 5y ago
        Reddit is infected with the same problem as Twitter and YouTube though. It use to be a place with free communities and free speech. But now, if you dare to post anything that doesn't align with what the MSM agenda for the day is. Your comment, post or even your whole sub-reddit gets banned.
        swasheck 5y ago
        > if you dare to post anything that doesn't align with what the MSM agenda ... i think that this notion has lost its teeth as the MSM has been converted into some boogeyman and/or strawman. MSM certainly caters to an audience, and people are drawn to likeminded people, sometimes deluding themselves into believing that participating in a near-homogenous echo chamber would be an ideal expression of peaceful living. once there, though, they realize that it's still not quite perfect. foxnews not "right" enough for me so let's create newsmax or oan. biden's not "left" enough and so we should have nominated warren or sanders. people are going to disagree and that's fundamentally a good thing. how we disagree is where things seem to have degenerated. the whole "MSM agenda" seems like an incorrect and lazy narrative. they have agendas and they cater to the people who demand those agendas. i doubt, though, that newsmax employs people to troll my tweets disagreeing with desantis' signing of the florida abortion bill today, reporting them in an attempt to get me banned. the people trying to get me banned are the audience and they believe they're doing the correct thing to advance their cause by attempting to squelch me. MSM pours fuel on the fire, but they don't start it. same for reddit - it's going to be the collective of people and their ability to tolerate differentiated thinking. they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit.
        inter_netuser 5y ago
        >they don't start it. Yeah, a powerful apparatus that is MSM, would never be used to influence opinions and install beliefs. > they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit. you ever heard of the 50 cent army? do you think only China has that, doesn't exist in the US?
        swasheck 5y ago
        i'm not saying it doesnt exist, just that it's not as prevalent as people want it to be. i'd argue that even then, most of the time it's an exploitation of biases and not a new installation of foreign beliefs.
    - flavius29663 5y ago
      yahoo was the goto place for new email accounts. It was the goto place for instant messaging too. It was also in top # for search and other features. And it still is...
    - mempko 5y ago
      Telegram is turning out to be really good at this. Tons of Telegram channels churning out realtime info.
      - shawn-butler 5y ago
        Discovery is difficult on telegram
  - throwaway09223 5y ago
    No, that's not at all what happened. MS offered $44B for Yahoo inclusive of their almost 50% stake in then pre-ipo Alibaba. At the time, Yahoo's investment in Alibaba was valued at more than their entire market cap (negative valuation for Yahoo's domestic operations, or negative value taking into account tax implications of divestiture of these assets, etc). Yahoo turned down MSFT's offer. Yahoo then spun off its entire company, keeping the name Yahoo with this spin-off subsidiary. The parent company, now named Altiba, retained ownership of the stake in Alibaba. This is where the ~50B valuation remained. The spin-off company (valued in the negative by the market) was then sold for $4.5B to Verizon. Altiba retained its $56B market cap during this time. Yahoo, inclusive of Altiba, out-performed MS's offer. It was a far better deal for shareholders to turn down MSFT. The net value to shareholders exceeded $60B. There were a lot of poorly written articles at the time, which confused the sale of the subsidiary (YHOO) with the previous offer (for both YHOO and what became AABA) so your confusion is understandable. But this perspective is simply wrong.
    - kolbe 5y ago
      You are thinking of the wrong era. We're talking about the 2008 offer to buy Yahoo. Alibaba was worth around $10b when Microsoft offered to buy Yahoo for $45b. https://www.forbes.com/2007/10/23/alibaba-ipo-pricing-markets-equity-cx_jc_1023markets1.html?sh=3579514430a6 https://www.forbes.com/2007/10/23/alibaba-ipo-pricing-market... https://news.microsoft.com/2008/02/01/microsoft-proposes-acquisition-of-yahoo-for-31-per-share/ https://news.microsoft.com/2008/02/01/microsoft-proposes-acq...
      - throwaway09223 5y ago
        Alibaba was pre-ipo at the time and did not have a market valuation. The most effective way to estimate a market value for Alibaba at this time is the 2008 MSFT offer itself. MSFT didn't offer $44B for Yahoo's internet business. The offer was in large part for the Alibaba stake. Regardless, MSFT priced it all at around $44B, which is less than it eventually was valued at.
        5y ago
- FormerBandmate 5y ago
  Yahoo actually returned more than Microsoft for a while, up until about 2017, thanks to their huge stake in Alibaba. Twitter doesn't have that tho, they're entirely tied to their mediocre product. Killing Vine was the dumbest thing they ever did.
  - freefal 5y ago
    I believe Microsoft offered a cash option so not sure subsequent returns are relevant.
  - andy_ppp 5y ago
    If nobody has noticed, Twitter aren’t very good at building software, it’s incredibly buggy what they’ve made, I regularly click on tweets that have a comments count but zero comments. It’s seriously glitchy from the notifications to even writing tweets (the MAX chars counter went crazy for me the other day). Don’t get me started on editing tweets their logic is terrible here that you can never design a UX that doesn’t stop people changing the meaning of their message after the event. Finally the spam is just totally next level and they still have people selling Bitcoin scams under every Elon tweet. Asleep at the wheel.
    - eropple 5y ago
      > I regularly click on tweets that have a comments count but zero comments As far as I can tell, that's because you're blocked by the commenter or the commenter is a private account.
      - wpietri 5y ago
        Correct. In internal Twitter jargon, some data is "perspectival" and some for performance reasons isn't. Actually viewing a tweet is calculated on the fly based on your personal perspective, as honoring privacy settings, blocks, etc, is crucial. But that's not true for counts, so those will be off. People who find this a shocking and objectionable sign of bugs are generally people who have not build software at such large scales.
FormerBandmate 5y ago
They are probably going to desperately try to find a white knight, and fail because Twitter lost the mass market years ago and at this point is a platform for rich people to post incredibly vapid, narcissistic takes about politics and society that say nothing. They could actually make a phenomenal amount off of subscription revenue tho off of that model, doesn't really make sense for any of the FAANG's strategies but I could see it making a lot of money with competent management. Twitter Blue is one of their best ideas in a long time, but should be more expensive and have more features.
- IgorPartola 5y ago
  Can you imagine if they pivoted to an onlyfans model and allowed certain people to charge followers a few?
  - jolux 5y ago
    They already did this with Super Follows.
    - azinman2 5y ago
      Any data on how that does? My guess is not that we’ll unless the content is richer than just text… and effectively largely becomes Patreon / onlyfans. It’s kind of hard to pull that off fully when the rest of the platform is fully free.
      - samhw 5y ago
        It's a ridiculous idea because it doesn't have any cultural or product fit. It reads like they looked at Substack, thought "ooh, money, gimme some of that!", and rolled out the same thing for their own product – but a tweet is a couple of hundred characters and nobody is paying for that. (Short of the small percentage of pathetic creeps who probably also send money to female streamers just to feel noticed.) Reddit gold is an example of how to nail something like this, because it was done with tremendous sensitivity to the culture of the site. It's quirky, slightly ironic, riffs on the obvious silliness of a 'gift' that goes 99% to Reddit's coffers, and it's perfectly pitched to the user at the point where they are already feeling the value of Reddit's product & the other user's content. Twitter's, by contrast, is an example of how not to do it, for the converse of all those reasons and more besides.
xchaotic 5y ago
As a shareholder of… (checking) 10 shares of Twitter I approve this on financial grounds
- metacritic12 5y ago
  Shareholders of Twitter might even band together for a class-action lawsuit against the board if they reject the offer and then TWTR falls in price.
  - lancewiggs 5y ago
    It’s pretty much a given that there will be legal action in situations like this. The board has fiduciary duty to test is seriously - usually by forming a committee, getting external advice, trying to get a better price and a solid case if they decline the offer. They will likely be advised that this will end up in court one way or the other, and making sure the process is solid is their way of avoiding liability.
victor106 5y ago
Jim Cramer thinks the board has no choice but to reject. https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-no-choice-but-to-reject-musks-offer.html https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-no...
- warning26 5y ago
  I was a bit confused about his logic -- is he just saying they should make a counteroffer that's higher?
  - RaymondDeWitt 5y ago
    Cramer's take, “If they say, ‘we accept,’ they’re phony. And they’re not phonies.”, was meritless and had no logic.
    - dkjaudyeqooe 5y ago
      He's just describing what a normal board would do. No competent board would accept an offer lower than recent prices. Remember you only get one chance to sell the whole company. Shareholders have had numerous opportunities to sell at this price and higher, so it makes no sense to recommend the sale at this price for all shareholders.
      - texasbigdata 5y ago
        If you read the SEC disclosure the "all cash offer" has a financing provision. Not risk less
        dkjaudyeqooe 5y ago
        The share price is at $45, which means the market is not seeing this as a serious offer. Given a provision like that, you can see why (financing clauses are a convenient escape hatch when making big purchases).
      - 5y ago
dang 5y ago
We detached this subthread from https://news.ycombinator.com/item?id=31028521 https://news.ycombinator.com/item?id=31028521 (not a moderation issue, just trying to prune the thread a la https://news.ycombinator.com/item?id=31027882 https://news.ycombinator.com/item?id=31027882)

ajaimk 5y ago

Microsoft + Yahoo comes to mind

tempnow987 5y ago
Exactly what I was thinking of! To catch folks up MS offered Yahoo $44B in their CHOICE of cash or stock (58B inflation adjusted). Yahoo said no, then imploded.
- sharken 5y ago
  That fate seems unlikely for Twitter, it's right now the go-to place for last-minute info on Putins invasion of Ukraine. After that who knows. Well, apparently Elon Musk knows.
  - lumost 5y ago
    reddit is pretty good at up to the minute information as well, it also benefits from topic filters/groupings and moderation.
    - tremarley 5y ago
      Reddit is infected with the same problem as Twitter and YouTube though. It use to be a place with free communities and free speech. But now, if you dare to post anything that doesn't align with what the MSM agenda for the day is. Your comment, post or even your whole sub-reddit gets banned.
      - swasheck 5y ago
        > if you dare to post anything that doesn't align with what the MSM agenda ... i think that this notion has lost its teeth as the MSM has been converted into some boogeyman and/or strawman. MSM certainly caters to an audience, and people are drawn to likeminded people, sometimes deluding themselves into believing that participating in a near-homogenous echo chamber would be an ideal expression of peaceful living. once there, though, they realize that it's still not quite perfect. foxnews not "right" enough for me so let's create newsmax or oan. biden's not "left" enough and so we should have nominated warren or sanders. people are going to disagree and that's fundamentally a good thing. how we disagree is where things seem to have degenerated. the whole "MSM agenda" seems like an incorrect and lazy narrative. they have agendas and they cater to the people who demand those agendas. i doubt, though, that newsmax employs people to troll my tweets disagreeing with desantis' signing of the florida abortion bill today, reporting them in an attempt to get me banned. the people trying to get me banned are the audience and they believe they're doing the correct thing to advance their cause by attempting to squelch me. MSM pours fuel on the fire, but they don't start it. same for reddit - it's going to be the collective of people and their ability to tolerate differentiated thinking. they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit.
        inter_netuser 5y ago
        >they don't start it. Yeah, a powerful apparatus that is MSM, would never be used to influence opinions and install beliefs. > they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit. you ever heard of the 50 cent army? do you think only China has that, doesn't exist in the US?
        swasheck 5y ago
        i'm not saying it doesnt exist, just that it's not as prevalent as people want it to be. i'd argue that even then, most of the time it's an exploitation of biases and not a new installation of foreign beliefs.
  - flavius29663 5y ago
    yahoo was the goto place for new email accounts. It was the goto place for instant messaging too. It was also in top # for search and other features. And it still is...
  - mempko 5y ago
    Telegram is turning out to be really good at this. Tons of Telegram channels churning out realtime info.
    - shawn-butler 5y ago
      Discovery is difficult on telegram
- throwaway09223 5y ago
  No, that's not at all what happened. MS offered $44B for Yahoo inclusive of their almost 50% stake in then pre-ipo Alibaba. At the time, Yahoo's investment in Alibaba was valued at more than their entire market cap (negative valuation for Yahoo's domestic operations, or negative value taking into account tax implications of divestiture of these assets, etc). Yahoo turned down MSFT's offer. Yahoo then spun off its entire company, keeping the name Yahoo with this spin-off subsidiary. The parent company, now named Altiba, retained ownership of the stake in Alibaba. This is where the ~50B valuation remained. The spin-off company (valued in the negative by the market) was then sold for $4.5B to Verizon. Altiba retained its $56B market cap during this time. Yahoo, inclusive of Altiba, out-performed MS's offer. It was a far better deal for shareholders to turn down MSFT. The net value to shareholders exceeded $60B. There were a lot of poorly written articles at the time, which confused the sale of the subsidiary (YHOO) with the previous offer (for both YHOO and what became AABA) so your confusion is understandable. But this perspective is simply wrong.
  - kolbe 5y ago
    You are thinking of the wrong era. We're talking about the 2008 offer to buy Yahoo. Alibaba was worth around $10b when Microsoft offered to buy Yahoo for $45b. https://www.forbes.com/2007/10/23/alibaba-ipo-pricing-markets-equity-cx_jc_1023markets1.html?sh=3579514430a6 https://www.forbes.com/2007/10/23/alibaba-ipo-pricing-market... https://news.microsoft.com/2008/02/01/microsoft-proposes-acquisition-of-yahoo-for-31-per-share/ https://news.microsoft.com/2008/02/01/microsoft-proposes-acq...
    - throwaway09223 5y ago
      Alibaba was pre-ipo at the time and did not have a market valuation. The most effective way to estimate a market value for Alibaba at this time is the 2008 MSFT offer itself. MSFT didn't offer $44B for Yahoo's internet business. The offer was in large part for the Alibaba stake. Regardless, MSFT priced it all at around $44B, which is less than it eventually was valued at.
      - 5y ago
FormerBandmate 5y ago
Yahoo actually returned more than Microsoft for a while, up until about 2017, thanks to their huge stake in Alibaba. Twitter doesn't have that tho, they're entirely tied to their mediocre product. Killing Vine was the dumbest thing they ever did.
- freefal 5y ago
  I believe Microsoft offered a cash option so not sure subsequent returns are relevant.
- andy_ppp 5y ago
  If nobody has noticed, Twitter aren’t very good at building software, it’s incredibly buggy what they’ve made, I regularly click on tweets that have a comments count but zero comments. It’s seriously glitchy from the notifications to even writing tweets (the MAX chars counter went crazy for me the other day). Don’t get me started on editing tweets their logic is terrible here that you can never design a UX that doesn’t stop people changing the meaning of their message after the event. Finally the spam is just totally next level and they still have people selling Bitcoin scams under every Elon tweet. Asleep at the wheel.
  - eropple 5y ago
    > I regularly click on tweets that have a comments count but zero comments As far as I can tell, that's because you're blocked by the commenter or the commenter is a private account.
    - wpietri 5y ago
      Correct. In internal Twitter jargon, some data is "perspectival" and some for performance reasons isn't. Actually viewing a tweet is calculated on the fly based on your personal perspective, as honoring privacy settings, blocks, etc, is crucial. But that's not true for counts, so those will be off. People who find this a shocking and objectionable sign of bugs are generally people who have not build software at such large scales.

FormerBandmate 5y ago

They are probably going to desperately try to find a white knight, and fail because Twitter lost the mass market years ago and at this point is a platform for rich people to post incredibly vapid, narcissistic takes about politics and society that say nothing. They could actually make a phenomenal amount off of subscription revenue tho off of that model, doesn't really make sense for any of the FAANG's strategies but I could see it making a lot of money with competent management. Twitter Blue is one of their best ideas in a long time, but should be more expensive and have more features.

IgorPartola 5y ago
Can you imagine if they pivoted to an onlyfans model and allowed certain people to charge followers a few?
- jolux 5y ago
  They already did this with Super Follows.
  - azinman2 5y ago
    Any data on how that does? My guess is not that we’ll unless the content is richer than just text… and effectively largely becomes Patreon / onlyfans. It’s kind of hard to pull that off fully when the rest of the platform is fully free.
    - samhw 5y ago
      It's a ridiculous idea because it doesn't have any cultural or product fit. It reads like they looked at Substack, thought "ooh, money, gimme some of that!", and rolled out the same thing for their own product – but a tweet is a couple of hundred characters and nobody is paying for that. (Short of the small percentage of pathetic creeps who probably also send money to female streamers just to feel noticed.) Reddit gold is an example of how to nail something like this, because it was done with tremendous sensitivity to the culture of the site. It's quirky, slightly ironic, riffs on the obvious silliness of a 'gift' that goes 99% to Reddit's coffers, and it's perfectly pitched to the user at the point where they are already feeling the value of Reddit's product & the other user's content. Twitter's, by contrast, is an example of how not to do it, for the converse of all those reasons and more besides.

xchaotic 5y ago

As a shareholder of… (checking) 10 shares of Twitter I approve this on financial grounds

metacritic12 5y ago
Shareholders of Twitter might even band together for a class-action lawsuit against the board if they reject the offer and then TWTR falls in price.
- lancewiggs 5y ago
  It’s pretty much a given that there will be legal action in situations like this. The board has fiduciary duty to test is seriously - usually by forming a committee, getting external advice, trying to get a better price and a solid case if they decline the offer. They will likely be advised that this will end up in court one way or the other, and making sure the process is solid is their way of avoiding liability.

victor106 5y ago

Jim Cramer thinks the board has no choice but to reject. https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-no-choice-but-to-reject-musks-offer.html https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-no...

warning26 5y ago
I was a bit confused about his logic -- is he just saying they should make a counteroffer that's higher?
- RaymondDeWitt 5y ago
  Cramer's take, “If they say, ‘we accept,’ they’re phony. And they’re not phonies.”, was meritless and had no logic.
  - dkjaudyeqooe 5y ago
    He's just describing what a normal board would do. No competent board would accept an offer lower than recent prices. Remember you only get one chance to sell the whole company. Shareholders have had numerous opportunities to sell at this price and higher, so it makes no sense to recommend the sale at this price for all shareholders.
    - texasbigdata 5y ago
      If you read the SEC disclosure the "all cash offer" has a financing provision. Not risk less
      - dkjaudyeqooe 5y ago
        The share price is at $45, which means the market is not seeing this as a serious offer. Given a provision like that, you can see why (financing clauses are a convenient escape hatch when making big purchases).
    - 5y ago

dang 5y ago

We detached this subthread from https://news.ycombinator.com/item?id=31028521 https://news.ycombinator.com/item?id=31028521 (not a moderation issue, just trying to prune the thread a la https://news.ycombinator.com/item?id=31027882 https://news.ycombinator.com/item?id=31027882)