5 ms·

As far as I understand, Musk explicitly waived the opportunity to do due diligence (like investigate bot prevalence) in the purchase agreement. Then he turned a

by bmitc 4y ago

As far as I understand, Musk explicitly waived the opportunity to do due diligence (like investigate bot prevalence) in the purchase agreement. Then he turned around and requested numbers that would have been discovered while doing an investigation, such as the one he waived. Further, Musk is a hypocrite. There are proven bots, potentially even directly sponsored or controlled by Musk or Tesla, that are pro-Tesla and have been shown to correlate with Tesla’s stock price and active correlated with negative Tesla sentiment on Twitter. This whole thing is a circus orchestrated by him to either make money on his stock purchase or seed discontent on Twitter through his free speech and bot rhetoric or both.

adolph 4y ago
> whole thing is a circus orchestrated by him Is it not a conspiracy theory if only one person, "him," is doing it?
- deleted 4y ago
  [deleted]
- camjohnson26 4y ago
  Conspiracy implies more than one person are conspiring.
sixQuarks 4y ago
Where is your proof that he waived the opportunity to do any due diligence?
- JumpCrisscross 4y ago
  > Where is your proof that he waived the opportunity to do any due diligence? The merger announcement [1]. Consummation of the Merger is subject to approval by Twitter's shareholders and the U.S. government. No boilerplate diligence clause. That "the acquisition proposal was no longer subject to the completion of financing and business due diligence" was also cited by Twitter in its proxy statement [2]. [1] https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... [2] https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45a-163f-4cba-ad33-68ddc6063fc8.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45...
  - sixQuarks 4y ago
    Read section 7.2 - obligations of company state that all of the public information of Twitter shall be true and correct. Elon is only trying to verify that the public filing is correct (b) (i) each of the representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.2(a) and Section 4.2(b)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date
    - JumpCrisscross 4y ago
      MAE clauses are not diligence clauses. And in the history of M&A, it has been activated once, in 2017 [1], under circumstances very different from these. [1] https://www.gibsondunn.com/wp-content/uploads/2019/06/Becker-Glover-Alterbaum-Evolution-of-the-material-adverse-effect-clause-Financier-Worldwide-06-2019-1.pdf https://www.gibsondunn.com/wp-content/uploads/2019/06/Becker...
      - sixQuarks 4y ago
        We could go back and forth on this all day. The point is, there is no hard and set clause that says Musk waived all his due diligence rights or right to verify any information. We will see how the case plays out in court: ------- Twitter is obligated to provide, information and data for, inter alia, “any reasonable business purpose related to the consummation of the transaction” (Section 6.4). Twitter must also provide reasonable cooperation in connection with Mr. Musk’s efforts to secure the debt financing necessary to consummate the transaction, including by providing information “reasonably requested” by Mr. Musk (Section 6.11). Mr. Musk’s requests for user data not only satisfies both criteria, but also meets even Twitter’s narrowed interpretation of the merger agreement, as this information is necessary to facilitate the closing of the transaction.
        JumpCrisscross 4y ago
        > there is no hard and set clause that says Musk waived all his due diligence rights or right to verify any information The proxy statement sent out with the merger agreement was signed off on by Musks's lawyers. Musk waived his diligence rights. This isn't a fact anyone informed about this is debating. Elon's legal team aren't idiots; they aren't arguing the diligence rights they waived are being denied or that an MAE occurred--both are predictably losing arguments. Instead, he's arguing that debt-finance facilitation line. The one you quote. That's not a diligence out. Nothing in the data would give him an excuse to kill the deal. But if he can get a lender to say they would have lent had they been given those data, and Twitter won't hand it over, he has an out. Again, not on the basis of the content of the data, but its provisioning per se.
- bmitc 4y ago
  It was reported on by several news outlets. As I mentioned, it was my understanding based upon these reports. I did some research and found this statement from Twitter’s Schedule 14A proxy statement filed on May, 17, 2022: > Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence. https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45a-163f-4cba-ad33-68ddc6063fc8.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45... https://investor.twitterinc.com/financial-information/sec-filings/default.aspx https://investor.twitterinc.com/financial-information/sec-fi...
FireBeyond 4y ago
And not to mention, like you do towards the end, one of his biggest "changes" for Twitter that he proposed was "solving the bot problem". "Hey, I can solve FSD. And I could have solved the Twitter bot problem, but apparently the latter is just too big a hurdle if there's more than 5% of bots." It makes zero sense.
- marcusverus 4y ago
  How does it not make sense? He wants to get rid of bots AND he wants to pay a fair price for Twitter. It seems like people are working really hard not to understand this situation.
  - FireBeyond 4y ago
    He said "There are too many bots on Twitter. I want to buy it because I can fix that issue (and other reasons)." Now: "Woah, there's too many bots on Twitter. I don't want it."
    - 93po 4y ago
      He's saying he doesn't want to pay the agreed price if Twitter lied about the number of real users. I find it hard to believe you're not understanding this
      - deleted 4y ago
        [deleted]
      - FireBeyond 4y ago
        So he's saying that Twitter has regularly been lying to the SEC and their own investors about it? Because all these numbers come from their SEC filings, and specify caveats, etc. So that's a pretty serious allegation.
        93po 4y ago
        He's saying he doesn't know, because Twitter won't provide the information needed to make the determination.

by bmitc 4y ago

adolph 4y ago

> whole thing is a circus orchestrated by him Is it not a conspiracy theory if only one person, "him," is doing it?

deleted 4y ago
[deleted]
camjohnson26 4y ago
Conspiracy implies more than one person are conspiring.

sixQuarks 4y ago

Where is your proof that he waived the opportunity to do any due diligence?

JumpCrisscross 4y ago
> Where is your proof that he waived the opportunity to do any due diligence? The merger announcement [1]. Consummation of the Merger is subject to approval by Twitter's shareholders and the U.S. government. No boilerplate diligence clause. That "the acquisition proposal was no longer subject to the completion of financing and business due diligence" was also cited by Twitter in its proxy statement [2]. [1] https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... [2] https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45a-163f-4cba-ad33-68ddc6063fc8.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45...
- sixQuarks 4y ago
  Read section 7.2 - obligations of company state that all of the public information of Twitter shall be true and correct. Elon is only trying to verify that the public filing is correct (b) (i) each of the representations and warranties of the Company contained in this Agreement (except for the representations and warranties contained in Section 4.2(a) and Section 4.2(b)), without giving effect to any materiality or “Company Material Adverse Effect” qualifications therein, shall be true and correct as of the Closing Date
  - JumpCrisscross 4y ago
    MAE clauses are not diligence clauses. And in the history of M&A, it has been activated once, in 2017 [1], under circumstances very different from these. [1] https://www.gibsondunn.com/wp-content/uploads/2019/06/Becker-Glover-Alterbaum-Evolution-of-the-material-adverse-effect-clause-Financier-Worldwide-06-2019-1.pdf https://www.gibsondunn.com/wp-content/uploads/2019/06/Becker...
    - sixQuarks 4y ago
      We could go back and forth on this all day. The point is, there is no hard and set clause that says Musk waived all his due diligence rights or right to verify any information. We will see how the case plays out in court: ------- Twitter is obligated to provide, information and data for, inter alia, “any reasonable business purpose related to the consummation of the transaction” (Section 6.4). Twitter must also provide reasonable cooperation in connection with Mr. Musk’s efforts to secure the debt financing necessary to consummate the transaction, including by providing information “reasonably requested” by Mr. Musk (Section 6.11). Mr. Musk’s requests for user data not only satisfies both criteria, but also meets even Twitter’s narrowed interpretation of the merger agreement, as this information is necessary to facilitate the closing of the transaction.
      - JumpCrisscross 4y ago
        > there is no hard and set clause that says Musk waived all his due diligence rights or right to verify any information The proxy statement sent out with the merger agreement was signed off on by Musks's lawyers. Musk waived his diligence rights. This isn't a fact anyone informed about this is debating. Elon's legal team aren't idiots; they aren't arguing the diligence rights they waived are being denied or that an MAE occurred--both are predictably losing arguments. Instead, he's arguing that debt-finance facilitation line. The one you quote. That's not a diligence out. Nothing in the data would give him an excuse to kill the deal. But if he can get a lender to say they would have lent had they been given those data, and Twitter won't hand it over, he has an out. Again, not on the basis of the content of the data, but its provisioning per se.
bmitc 4y ago
It was reported on by several news outlets. As I mentioned, it was my understanding based upon these reports. I did some research and found this statement from Twitter’s Schedule 14A proxy statement filed on May, 17, 2022: > Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence. https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45a-163f-4cba-ad33-68ddc6063fc8.pdf https://d18rn0p25nwr6d.cloudfront.net/CIK-0001418091/ee07b45... https://investor.twitterinc.com/financial-information/sec-filings/default.aspx https://investor.twitterinc.com/financial-information/sec-fi...

FireBeyond 4y ago

And not to mention, like you do towards the end, one of his biggest "changes" for Twitter that he proposed was "solving the bot problem". "Hey, I can solve FSD. And I could have solved the Twitter bot problem, but apparently the latter is just too big a hurdle if there's more than 5% of bots." It makes zero sense.

marcusverus 4y ago
How does it not make sense? He wants to get rid of bots AND he wants to pay a fair price for Twitter. It seems like people are working really hard not to understand this situation.
- FireBeyond 4y ago
  He said "There are too many bots on Twitter. I want to buy it because I can fix that issue (and other reasons)." Now: "Woah, there's too many bots on Twitter. I don't want it."
  - 93po 4y ago
    He's saying he doesn't want to pay the agreed price if Twitter lied about the number of real users. I find it hard to believe you're not understanding this
    - deleted 4y ago
      [deleted]
    - FireBeyond 4y ago
      So he's saying that Twitter has regularly been lying to the SEC and their own investors about it? Because all these numbers come from their SEC filings, and specify caveats, etc. So that's a pretty serious allegation.
      - 93po 4y ago
        He's saying he doesn't know, because Twitter won't provide the information needed to make the determination.