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Did he? Without the contract, it's impossible to know. Due diligence and "fraud" are two different things. If twitter's numbers are garbage, how is he suppose

by ipspam 4y ago

Did he? Without the contract, it's impossible to know. Due diligence and "fraud" are two different things. If twitter's numbers are garbage, how is he supposed to do his due diligence before getting the data? As a normal person, not involved in mergers and acquisitions, it seems perfectly reasonable to make an offer based on the presented facts, and then dig in to make sure they are correct before finalizing the deal. If twitter won't give the data NOW, why would they give it to a prospective buyer?

aw1621107 4y ago
> Did he? Without the contract, it's impossible to know. The merger agreement is publicly available from the SEC [0]. In particular, Articles VI and VII have the conditions to the merger, and due diligence is not among them (as far as I saw, at least). In addition, the fact that Musk waived due diligence is explicitly spelled out in the proxy statement Twitter filed regarding the acquisition [0]: > Later on April 21, 2022, ... Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence. > > <snip> > > The Twitter Board determined not to contact other parties at this time based on ... (3) the likelihood that other potential acquirors would require substantial due diligence, creating a delay and risk to reaching the signing of such a potential transaction This was signed off on by Musk and the Chair of Twitter's Board of Directors, so I think it's reasonable to presume it is accurate. > it seems perfectly reasonable to make an offer based on the presented facts, and then dig in to make sure they are correct before finalizing the deal. Sure, that's reasonable, but that's not what Elon did. He didn't make an offer conditioned on due diligence, he outright agreed to purchase Twitter without such a condition. [0]: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... [1]: https://www.sec.gov/Archives/edgar/data/0001418091/000119312522152250/d283119dprem14a.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312...

by ipspam 4y ago

aw1621107 4y ago

> Did he? Without the contract, it's impossible to know. The merger agreement is publicly available from the SEC [0]. In particular, Articles VI and VII have the conditions to the merger, and due diligence is not among them (as far as I saw, at least). In addition, the fact that Musk waived due diligence is explicitly spelled out in the proxy statement Twitter filed regarding the acquisition [0]: > Later on April 21, 2022, ... Mr. Musk also disclosed that his acquisition proposal was no longer subject to the completion of financing and business due diligence. > > <snip> > > The Twitter Board determined not to contact other parties at this time based on ... (3) the likelihood that other potential acquirors would require substantial due diligence, creating a delay and risk to reaching the signing of such a potential transaction This was signed off on by Musk and the Chair of Twitter's Board of Directors, so I think it's reasonable to presume it is accurate. > it seems perfectly reasonable to make an offer based on the presented facts, and then dig in to make sure they are correct before finalizing the deal. Sure, that's reasonable, but that's not what Elon did. He didn't make an offer conditioned on due diligence, he outright agreed to purchase Twitter without such a condition. [0]: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522... [1]: https://www.sec.gov/Archives/edgar/data/0001418091/000119312522152250/d283119dprem14a.htm https://www.sec.gov/Archives/edgar/data/0001418091/000119312...