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Notice of termination of Twitter merger agreement

• deleted 4y ago
  [deleted]
• kylehotchkiss 4y ago
  So glad HN got back online when the day got interesting
  • x86x87 4y ago
    What was up with that? Was it server failure? Did HN move from old vps provider to AWS? Also, does HN run on one EC2 instance?
• bediger4000 4y ago
  I guess we'll never see how a free speech Twitter works. I think this is sad.
  • gsibble 4y ago
    You're being downvoted. Another sad day on HN when free speech is downvoted.
    • camjohnson26 4y ago
      This has nothing to do with free speech.
    • dotopotoro 4y ago
      Was gp sarcastic? Are you sarcarstic? (I need an app for that..)
      • bediger4000 4y ago
        I guess we'll never know. I think this is sad.
• kragen 4y ago
  A thing I'm confused about here is how Twitter's stock price is still US$35.04 in after-hours trading, amounting to a market cap of US$28.13B. This valuation implies a time-discounted long-term expectation that Twitter will earn about US$1.4 billion per year, if we divide by a nominal P/E ratio of 20 years. Alternatively it represents about a 70% probability that Musk will acquire the company for the agreed-upon US$54.20 per share, or that some other similar acquisition will happen. Twitter is a somewhat stagnant social networking service; it hasn't been experiencing the meteoric growth of things like Instagram or TikTok. Its yearly revenues are US$5.1B, but instead of earning US$1.4B per year, it's losing US$220M per year, so it's spending US$5.3B per year (on 229 million "mDAUs" ("monetizable daily active users"), so that's US$23 per user per year). I think most of its 7500 employees are high-paid tech employees, who cost maybe US$300k per year each—including benefits, remember, having an employee typically costs about twice their salary. That works out to US$2.25B per year of employee-having costs, leaving about US$3.0B for everything else. Large profit margins are common at social networking services; Meta makes US$39.37 billion of net income on US$117.929 billion of revenue, a 33% profit margin. So, what's Twitter's path to earning US$1.4 billion per year? Either it could increase its revenues by at least US$1.6 billion, for example by growing its user base by 40%, without increasing its expenses much; or it could decrease its expenses by at least US$1.6 billion, for example by laying off most of its employees, without reducing its revenues much. A dramatic expansion of Twitter's business in the next few years doesn't seem likely to me; is that what investors are betting on? Looking at https://en.wikipedia.org/w/index.php?title=Twitter&oldid=793297389 https://en.wikipedia.org/w/index.php?title=Twitter&oldid=793... they had 319 million active users in 02016, so the crudest approximation suggests that their yearly growth rate is -6.5% per year. At that rate, growing their user base by the requisite 40% will take them another negative five years. (More charitably, maybe they are in fact growing, but mDAUs are a small enough subset of what they were reporting as "active users" in 02016 that it more than makes up the difference—but their yearly growth rate still isn't likely much more than +6.5%.) Alternatively they could get better at squeezing money out of their existing users. Or maybe they could buy another Vine and this time not shut it down so that a Chinese clone becomes the hottest new social networking app. But that would require them to have money to fund the acquisition, and where is that going to come from? Or are the founders of the hot new startup going to accept Twitter stock? More plausible is a skeleton-crew Twitter with a 20% smaller userbase and US$4.2 billion of yearly revenue spending only US$2.8 billion—depending on what its actual expenses are. But getting from here to there would be very traumatic and poses a substantial risk of total collapse, either because Twitter loses the institutional knowledge of how to keep the site running when it lays off most of its staff, or because their cuts send them into a death spiral where revenues decline even more than expenses. It's against this background that, somehow, Musk's trolling with this merger termination has only dropped Twitter's market cap by 4.8% today. So, how are Twitter's remaining investors justifying their US$28 billion bet on Twitter? In this situation I can easily imagine Twitter being worth US$6B or maybe US$10B, but US$28B, the hell? Are they figuring that there's a 35% chance that a Delaware court will order specific performance of the Twitter acquisition (and that someone will lend Musk the money to go through with it, despite his best efforts to convince everyone that Twitter is a massive fraud?) and a 50% chance that, failing that, Twitter will successfully make the transition to a skeleton-crew shadow of its former self that nevertheless knocks out Facebook-like earnings every year? Do they think Twitter's management team will miraculously figure out how to leverage their evident ability to get a moronic clown elected President of the USA into actual profits? Do they think another acquirer willing to pay a premium over today's price will materialize, perhaps motivated by the prospect of political influence rather than selling colored water to the Twits, if that's what Twitter users are called? Here's the most plausible hypothesis I've seen. TSLA's market cap is US$779.67B (https://www.google.com/finance/quote/TSLA:NASDAQ?window=5Y https://www.google.com/finance/quote/TSLA:NASDAQ?window=5Y), so the US$44B purchase price would be about 5.6% of TSLA's outstanding stock, about 58 million shares. The trading volume is 31 million shares per day, so Musk could presumably liquidate 58 million shares over the course of a few weeks without totally tanking the stock, and so could any potential lender who gave him a cash loan secured by that stock. Musk's net worth was reported as over US$300 billion in November (https://en.wikipedia.org/wiki/Elon_Musk#Wealth https://en.wikipedia.org/wiki/Elon_Musk#Wealth), three-quarters of which is Tesla stock and stock-price-related instruments such as purchase warrants. Tesla has fallen 38% since then, so he must still have at least US$180 billion worth of TSLA. So, the Twitter investors are betting that there's an excellent chance that the court will in fact order specific performance and the deal will go through despite Musk's most eloquent protests of fraud on the part of Twitter's current management team.
• deleted 4y ago
  [deleted]
• imwillofficial 4y ago
  Something tells me this ride isn’t over yet…
• pea 4y ago
  In this sort of deal, is it common for the buyer (or whoever is leveraging them) to purchase some sort of hedge to protect themselves from the stock price diving during the DD or legal process? For instance, if I agree to buy company for $X but buy LEAPS to protect me if it dips below X*0.75.
• philipwhiuk 4y ago
  > Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time. It's hillarious (and pretty stupid) they capped his use of the firehose.
• deleted 4y ago
  [deleted]
• legitster 4y ago
  Oh boy. The real circus is about to begin. Everything before this was just a warm up.
  • x86x87 4y ago
    Nowadays when everything is just circus is hard to say when things start and when they end. One thing is clear to me - Elon didn't learn anything from his previous episodes ("funding secure", calling people names, crypto scams, etc).
• minimaxir 4y ago
  Elon waived his right to due diligence when he first made the offer to buy Twitter, so backing out of the deal by arguing a lack of due diligence is very funny.
  • tazjin 4y ago
    They write > Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction. Is the merger agreement public?
    • jcranmer 4y ago
      First result on Google cropped up this: https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm https://www.sec.gov/Archives/edgar/data/1418091/000119312522...
      • rahimnathwani 4y ago
        Section 6.4
        • floxy 4y ago
          >Section 6.4 Access to Information; Confidentiality. Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the representatives, officers, directors, employees, agents, attorneys, accountants and financial advisors (“Representatives”) of Parent reasonable access (at Parent’s sole cost and expense), in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable written notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, to the properties, books and records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested in writing, in each case, for any reasonable business purpose related to the consummation of the transactions contemplated by this Agreement; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party, or (iii) jeopardize any attorney-client or other legal privilege. No investigation or access permitted pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Each of Parent and Acquisition Sub agrees that it will not, and will cause its Representatives not to, use any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) for any competitive or other purpose unrelated to the consummation of the transactions contemplated by this Agreement. Parent will use its reasonable best efforts to minimize any disruption to the respective business of the Company and its Subsidiaries that may result from requests for access under this Section 6.4 and, notwithstanding anything to the contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law as a result of COVID-19 or any COVID-19 Measures. Prior to any disclosure, the Company and Parent shall enter into a customary confidentiality agreement with respect to any information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement).
• pclmulqdq 4y ago
  I'm ready for the fireworks. Odds are he will be forced to go through with it, but he will negotiate a lower price. Edit: This is over the mDAU thing still? It's been explained to him very slowly that all the bots that post tweets all day are often not seeing ads, right? That the "monetizable" is a key part of that phrase?
  • zimpenfish 4y ago
    > but he will negotiate a lower price How? As best I understand things, he has zero wiggle room - he either buys Twitter for the agreed price or he stumps up the $1B termination fee. And if Twitter's board did go mad and decide to negotiate a lower price, their shareholders would almost certainly block it and/or sue the board, no?
    • streetcat1 4y ago
      I do not think that he can pay the termination fee. I.e. the termination fee itself has rules. Otherwise, he would have payed it (the fee is equal to the daily move of his TESLA shares).
    • cbtacy 4y ago
      Pretty much. I think it's more likely he's trying to set things up to make the claim that Twitter wasn't co-operative and forthcoming with the information and then try to reduce the break fee in court.
      • epberry 4y ago
        Agree. And likewise it seems Twitter is going to court to collect the breakup fee rather than complete the deal.
        • jacquesm 4y ago
          They'd be nuts to do so.
        • lotsofpulp 4y ago
• tinktank 4y ago
  Oopsie. Stonks do bite back sometimes.
• throwaway5959 4y ago
  • legitster 4y ago
    It's not like Twitter doesn't also have money and lawyers.
    • frollo 4y ago
      Exactly, I think we are going to see some funny headlines in the coming days.
    • throwaway5959 4y ago
      Twitter isn’t the one breaking the agreement for no reason. I read the letter, it’s full of nonsense.
      • legitster 4y ago
        But he hasn't circumnavigated anything. Twitter has full rights and ability to go after him.
• andrewclunn 4y ago
  So then it looks like the "right wing" / anti-establishment tech pantheon is then set: Rumble, Brave, Truth Social, Subscribe Star Locals and Bitchute gave it a shot (and aren't dead yet). And an Elon owned Twitter might have been interesting, but at this point that's who the players are.
  • daemoens 4y ago
    All of them are incredibly small though. Most conservatives still use regular social media.
    • rvz 4y ago
      All of them are still bigger than Mastodon. After 6 years, Mastodon failed to show itself to be a proper alternative even during the so-called 'exodus' from Twitter. Given that it is smaller than those social networks, I regard that as a catastrophic failure. 6 years is not early days and Mastodon failed has still failed to attract users from Twitter 2 months ago. No chance of a significant amount of serious users from other social networks migrating over.
      • daemoens 4y ago
        Mastadon wasn't built for conservatives though. Truth and it's ilk are built specifically because of conservatives feeling censored. They have a reason to go there. Mastadon has nothing.
• timsneath 4y ago
  It seems apparent to this observer that he developed cold feet pretty fast after an impetuous decision, and has been looking for any reason to back out of it since then. The spam accounts angle seems like a convenient scapegoat, rather than a real surprise to him. He's clearly eccentric in his approach to decision making: I don't think any Harvard Business School course will teach "the Musk Principles". But it's unclear to me what he initially thought he was getting out of this. In the original news, he said, "Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it." Either he was breathlessly arrogant or astonishingly careless in the first instance. And I say this as someone who has huge respect for his accomplishments in other industries.
  • UncleOxidant 4y ago
    > Either he was breathlessly arrogant or astonishingly careless Why not both? Arrogance tends to lead to carelessness.
  • freemint 4y ago
    > I don't think any Harvard Business School course will teach "the Musk Principles". Well history is not yet written. They could be taught as negative examples
  • scotty79 4y ago
    > Either he was breathlessly arrogant Isn't that like more than half of his MO?
  • tempsy 4y ago
    This assumes he was serious about it at some point, instead of just cover to sell more Tesla shares and free marketing for himself.
    • labster 4y ago
      Gosh, I hope he was serious at the point he signed a contract with a $1B penalty, or else he’s the world’s worst businessman.
• sizzzzlerz 4y ago
  One senses there are hoards of lawyers out there gleefully rubbing their hands together and salivating over the feasting to come.
  • encryptluks2 4y ago
    And they know Musk is a fool.
• gamache 4y ago
  • Invictus0 4y ago
    Pulling out doesn't help after you've already spilled the ink
  • kzrdude 4y ago
    He's late
  • BbzzbB 4y ago
    We'll know in a few months if he pulled out too late.
• peter_retief 4y ago
  I think he realises that it is worth a lot less than he offered, he will probably walk away from it and get sued. Any legal experts out there?
  • camjohnson26 4y ago
    Look around in the thread. M&A experts have confirmed that Musk cannot walk away from the deal, even by paying the $1 billion, unless Twitter lets him.
  • patrickaljord 4y ago
    If he can just walk away and get sued that would probably be cheaper than spending all those billions on Twitter. I'm not a lawyer tho so no idea what's going to happen.
• legitster 4y ago
  Did they wait for Matt Levine's article to drop today before they submitted this?
  • chrisbolt 4y ago
    No, Matt Levine is taking today off (as mentioned in yesterday’s article).
  • Smilliam 4y ago
    No Money Stuff today :( Monday is going to be very juicy, though I'm hoping for a special Saturday edition to talk about how this is all so very stupid.
• wyldfire 4y ago
  Is he an idiot who realized he was in too deep / paid too much? Or was he trying to find a way to discredit their user numbers and wanted big headlines?
  • nemothekid 4y ago
    When Musk made the offer 1. TSLA was trading at ~$1,000 share 2. He offered $54/share Now? 1. TSLA is trading at $750/share (so if Elon musk was 100% in TSLA, he lost 25% of his wealth). 2. Twitter's comprable, Facebook, fell roughly 33% on revised revenue projections and slowing growth. TWTR roughly tracks Facebook, except for last quarter where the stock hasn't moved due to Musk's offer. So Musk became poorer, and TWTR, which probably should be trading in the high 20s, has an offer for $54/share; meaning Musk may be paying double what it is currently worth. I find it pretty amusing Musk has meme'd his way into a disastrous deal.
    • dylan604 4y ago
      Do you really believe that the "if" in 1) is true? Really? Enough to make that comment?
      • adgjlsfhk1 4y ago
        It's true enough. He isn't 100% tesla, but the vast majority of his wealth is in tesla and spacex, and only one of those is actually redeemable in the short to medium term.
        • dathinab 4y ago
          and there was money parked in bitcoin...
      • nemothekid 4y ago
        Of course it's not 100% true, the only thing you should take away is that by TSLA shares crashing, Elon lost a significant amount of wealth that would have been used to purchase Twitter.
• ilikeitdark 4y ago
  The dude is funny, gotta give him at least that.
• paxys 4y ago
  This was obvious from the moment he brought up the fake accounts problem. The stock market (especially tech) tanked, other investors started having cold feet, and he realized his purchase was a mistake. It is bizarre though that Twitter leadership/board continued to engage with him on the matter – even handing him internal data to analyze – expecting a good faith resolution. Nothing Musk has done in the last few months has been in good faith. You either lawyer up and force him to stick to the agreement, or take the loss and move on. Appeasement isn't going to work.
  • inerte 4y ago
    They gave the data because if they didn’t that’s a valid reason for Musk to walk out of the deal. The bots are not.
  • camjohnson26 4y ago
    Bad faith has been Musk’s MO since the beginning. He even deliberately crashed Martin Eberhard’s roadster (allegedly, Tesla claims it was an accident.) https://jalopnik.com/tesla-co-founder-eberhard-sues-elon-musk-tesla-5286654 https://jalopnik.com/tesla-co-founder-eberhard-sues-elon-mus...
    • hackernewds 4y ago
      Most forget that Elon did not found or invent Tesla
      • trixie_ 4y ago
        Most realize it doesn't matter who founded it. Elon is the reason it is successful.
        • random314 4y ago
          Reasonable people can disagree with this thesis.
          • 4y ago
• gkoberger 4y ago
  This was always going to be how it ended. Elon got what he wanted. Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...". And he gets the credit he wants without having to actually do anything. Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer. So they called his bluff. They would have ended up with a world of pain if they didn't accept the offer, but nobody at Twitter wanted it to close. And now they'll be able to sue Elon and get the upper hand. Both sides got what they wanted here. I just wish it didn't have to distract all of us so a few rich people could mutually level up.
  • bogomipz 4y ago
    >'Everyone on his side now thinks he's a bastion of free speech, and he can forever say "If I owned Twitter, I would have...".' Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though? >"Twitter got what they wanted. They didn't want Elon to own the company, but they also couldn't ignore the offer." What happens to their stock price after this though if this deal doesn't happen? Hasn't it basically been flat or trending down for some time before this current situation? Doesn't Twitter still have all the same problems they had before this current circus started? Also is there a possibility that if that deal doesn't happen there becomes a bigger spotlight on Twitter's future filings in regards to their quoted percentage of "fake or spam accounts on Twitter’s platform"?
    • mikkergp 4y ago
      > Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though? I actually don't think so, he gets it more because "liberal big tech tried to screw him and he was smart enough to walk away"
    • frollo 4y ago
      > Doesn't he kind of forfeit that bragging right if he tries to walk away from the deal though? Look at this thread, you'll find enough of his fan calling this a victory because it will expose how corrupt Twitter is or whatever. Reason, common sense and the frigging obvious don't have a grip in their minds.
• adrr 4y ago
  Twitter is going to be the downfall of Elon. I don’t understand is fascination with it. It’s a big distraction and he alienates a certain percentage of his customers for Tesla.
  • DoneWithAllThat 4y ago
    How exactly would it result in his downfall? Do you think the terminally online even buy Teslas, or use Starlink, or, you know, shoot rockets into space?
    • adrr 4y ago
      His tweets are shared on the news. Like when he accused Thailand diver of being a pedophile.
      • beeboop 4y ago
        Thanks you just finished my HN-thread-about-Elon bingo card.
        • decebalus1 4y ago
          and you just finished mine
        • ImPostingOnHN 4y ago
          in this imaginary bingo game you invented to avoid discussing elon's failings, are you playing all alone, or are you also imagining that you have friends there?
    • dathinab 4y ago
      yes, yes, no
    • whimsicalism 4y ago
      > Do you think the terminally online even buy Teslas, Absolutely yes
• DelaneyM 4y ago
  For anyone thinking he can pay the 1B$ termination fee and walk away, it's not that simple. The 1B$ is a "reverse breakup" fee, and applies when an outside force (like SEC or financing) prevents the deal. That 1B$ has nothing to do with any choices on either side, and is unlikely to factor into this process. At this point they're clearly going to trial, and it's not unlikely that the cost to Elon will be somewhere in the neighborhood of the difference between the fair current market value (~20B$?) and the purchase price (~44B$). My guess is it'll end up being ~10-15B$.
  • dylan604 4y ago
    ~10-15B$ is not inbetween the 2 numbers you posited it would be between though.
    • samatman 4y ago
      That's not what difference means.
      • dylan604 4y ago
        wow. total brain fart caused me to completely skip the word difference
        • zrobotics 4y ago
          Eh, math when written out instead of expressed numerically is sometimes hard. Props for admitting the brain fart though, as the sister comments show being wrong on the internet isn't always easy.
      • addandsubtract 4y ago
        44 - 20 = 22 != 10~15
        • bindle8932 4y ago
          44 - 20 = 24 != 22
• codeulike 4y ago
  I stand by my theory that the whole thing was a displacement activity that caught his attention instead of something else more arduous that he was supposed to do that month. Like when I suddenly develop an interest in Columbo trivia when actually I'm supposed to be doing my accounts.
  • encryptluks2 4y ago
    Would be even funnier if it had to do with impressing a woman.
• petilon 4y ago
  This is good for Twitter, and good for the world. Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. My guess is Musk never intended to buy Twitter. He needed an excuse for dumping billions of dollars' worth of TSLA at its peak (while at the same time faulting Bill Gates for shorting TSLA), and his proposal to buy Twitter provided a convenient cover.
  • Hamuko 4y ago
    >This is good for Twitter Well, especially with that billion dollar termination fee (well, if they get it since Musk is probably gonna lawyer up now).
  • h2odragon 4y ago
    > Musk's misguided approach to free speech, which says anything that is not explicitly illegal is allowed, would have made Twitter an open forum for spreading lies and hate. Twitter is of course currently known as a source of Truth and Harmony. "anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. If you want unwritten laws dreamt up by anonymous elites and enforced for random reason, go talk to Tipper Gore and the PMRC.
    • plokiju 4y ago
      That includes spam though
      • oska 4y ago
        And he had another strategy for dealing with spam (verification of accounts). So I don't see your point.
    • MallocVoidstar 4y ago
      >"anything not illegal is allowed" sounds decent to me; if you want stuff illegal, make it illegal. Twitter is based in the US, the 1st Amendment protects hate speech such as explicit support for genocide. I don't consider a social network full of genocide promotion to be a good thing.
• deleted 4y ago
  [deleted]
• TedShiller 4y ago
  He achieved something good though: he exposed Twitter as a corrupt, biased company full of spam bots. Thank you Elon
  • bindle8932 4y ago
    He didn't though
    • TedShiller 4y ago
      I never knew about them until he mentioned them
  • daemoens 4y ago
    Everyone knew about the spam bots. They're spam bots so they're extremely visible.
    • TedShiller 4y ago
      I didn’t
• lemondice 4y ago
• adoxyz 4y ago
  The Twitter deal always felt like a cover to sell a bunch of Tesla stock at the peak and cash out. Looks like it worked out for him.
  • MBCook 4y ago
    Depends on how big the fine he ends up with is.
  • 9999 4y ago
    I assumed he'd exit Tesla on a longer timeline, but his recent political shifts do make it seem like he plans to exit Tesla as quickly as possible.
• ivraatiems 4y ago
  The best thing that could come out of this would be Twitter forcing Elon to make the purchase, then Elon closing the company down out of spite. In that case, everybody I don't like loses, which is pretty close to me winning, I think.
  • rcMgD2BwE72F 4y ago
    Facebook would be winning big time.
    • ivraatiems 4y ago
      Ugh, good point. They're doing a decent job of virtually digging their own meta grave, though.
  • tux2bsd 4y ago
    He could hide all existing tweets but have one last tweet: I won.
    • tux2bsd 4y ago
      Even better: He could retweet that using all the bot accounts that "don't exist".
  • nolok 4y ago
    His buying offer includes a fair number of Co financers, he can't just close on them. You just have to look at what happened to solar city (or even the genesis of starlink as a feeder for SpaceX) to know that not screwing with his big investors is the one thing he seems to take seriously without letting his ego screw it all up.
• crikeyjoe 4y ago
  Lots of Twitter fraud here.
• maxander 4y ago
  I recommend Matt Levine’s blog Money Stuff [0] for analysis of just how bizarre Musk’s twitter saga is relative to usual day-to-day corporate acquisitions. I also recommend his twitter thread just now breaking down his reaction to today’s news [1] [0] https://www.bloomberg.com/opinion/authors/ARbTQlRLRjE/matthew-s-levine https://www.bloomberg.com/opinion/authors/ARbTQlRLRjE/matthe... [1] https://twitter.com/matt_levine/status/1545519476707319808?s=21&t=8pzZdAOKb-Tg1VtVQ5QyMg https://twitter.com/matt_levine/status/1545519476707319808?s...
• jl6 4y ago
  What a ridiculous waste of time and energy for someone who should have better things to do. What part of his solar/EV/Mars vision was dependent on him owning Twitter? I hope he makes a swift and clean exit from this mess, but with enough bruises to teach him a lesson.
• sharken 4y ago
  Seems like there is only one loose end left: will he or will he not avoid the 1B penalty for backing out. How that goes is anyone's guess.
  • MBCook 4y ago
    Not, plus additional penalties. See: https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-away-from-twitter-deal-by-paying-1-billion.html https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
• DoneWithAllThat 4y ago
  Well that’s certainly an editorialized title.
  • minimaxir 4y ago
    > and this is why nobody should be reporting it as "Elon Musk ends Twitter deal." Musk is TRYING to back out of the deal, but Twitter plans to try and enforce the merger agreement. The battle begins https://twitter.com/tomwarren/status/1545527519008509952 https://twitter.com/tomwarren/status/1545527519008509952
• anewpersonality 4y ago
• hunterb123 4y ago
  ITT: - Elon is stupid, haha he will lose money. - Elon is evil, he's trying to pull a fast one on this corporation! - Elon waived his rights, he shouldn't have agreed to their fake numbers! - Twitter is allowed to claim whatever % of spam bots they want for the deal. - Twitter's censorship is actually a good thing, here's why...
  • thirdvect0r 4y ago
    With age, you will look back on your infantile attitude to this situation and realise that you were simply a rube.
    • hunterb123 4y ago
      You went straight to personal attacks. You may be the one that needs to grow up. If you disagree with my summaries or don't think they occurred in the thread, dispute it. I see no reason to attack me personally.
      • FireBeyond 4y ago
        > If you disagree with my summaries or don't think they occurred in the thread, dispute it. Disputed. Please show a comment that says the following: > Twitter is allowed to claim whatever % of spam bots they want for the deal and this > Twitter's censorship is actually a good thing, here's why...
  • gsibble 4y ago
    Well put. Also: - I'd hate it if Elon bought Twitter Same person: - What? This is bullshit! Elon should be forced to buy Twitter!
    • padjo 4y ago
      I am that person and I’m very disappointed in myself for it. But the idea of someone buying twitter against their will just cracks me up. Also really punctures the visionary genius narrative.
• qaq 4y ago
  An alternative theory all the people who have being really upset about him buying Twitter are now actually cheering for him to be forced to buy it. So he got to shift the sentiment for free :)
  • gsibble 4y ago
    There's something really messed up and confusing about all the people complaining about him buying twitter now complaining he's backing out of the deal. Most of the people in these comments are hypocrites.
    • daemoens 4y ago
      That's not how hypocrisy works.
    • TAForObvReasons 4y ago
      It's not hypocritical to complain that: 1) Elon Musk, as owner of Twitter, would prioritize profits over free speech and other concerns. 2) Elon Musk, as a participant in a binding legal agreement, should not be allowed to break it on a whim.
    • roflyear 4y ago
      No. You can think it's bad he will control Twitter and also that it's bad that he thinks he can do whatever he wants and get away with it (like harm all the Twitter shareholders etc)
• deleted 4y ago
  [deleted]
• mzs 4y ago
  >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. Bret Taylor, Twitter board chair - 4:51 PM Chicago time · Jul 8, 2022 https://twitter.com/btaylor/status/1545526087089696768 https://twitter.com/btaylor/status/1545526087089696768
  • lettergram 4y ago
    The most likely scenario is a settlement at a lower price imo. Musk was never going to pay the original offer because it was / is well known Twitter has a bot problem. He surfaced the issue and is threatening to scuttle deal based on twitters throttling the API. Which is limiting the due diligence ability of Musk’s financiers to appropriately evaluate their investment. Now the negotiations will take place and I suspect we will see something like a $10-$20B purchase agreement. Musk will have opportunity for due diligence if they sue. If they don’t sue him, then the shareholders sue Twitter (ironically probably some of the financiers).
    • roflyear 4y ago
      In what fucking universe do you think they would settle on $10b lol. You guys are crazy.
    • rocqua 4y ago
      Musk did not 'surface the issue'. He was complaining about bot numbers being higher than Twitter said looong before he ever signed the merger. Musk does not have a right to due diligence. Just a right to 'information reasonably relevant to the business'. And he has no right to terminate the merger based on that information.
      • onelovetwo 4y ago
        This thread corrects your misconceptions[1], you might also be wrong about the first part. [1](https://news.ycombinator.com/item?id=32027341#32027416 https://news.ycombinator.com/item?id=32027341#32027416)
• DonHopkins 4y ago
  Hit it, Frank: https://www.youtube.com/watch?v=K_WgCGOWae4 https://www.youtube.com/watch?v=K_WgCGOWae4 We must watch the stuff you make. You have let us eat the cake. While your accountants tell you, "Yes, yes, yes!" You make expensive ugliness, how do you do it? Let me guess...
• fffox 4y ago
  Most people seem to be giving him the benefit of the doubt that he has cold feet. Personally, I think this was sabotage, he had no intention of buying Twitter in the first place and this was just a ploy to fuck with Twitter.
  • TillE 4y ago
    Doesn't really add up, because he's going to be forced to go through with the deal anyway. I haven't heard a single lawyer with relevant expertise suggest otherwise. Since that's where we're going to end up, it would be much simpler for him to just cleanly buy Twitter, for whatever purpose he intends.
    • fffox 4y ago
      actually, at first he said he didn't care about the bots and was buying to FIX the bots issue: https://techcrunch.com/2022/04/14/elon-musk-buying-twitter-ted-talk/ https://techcrunch.com/2022/04/14/elon-musk-buying-twitter-t... then all of a sudden he cared, after he had signed.
  • trixie_ 4y ago
    Yes it's all a conspiracy and he's playing 5 dimensional chess.
• somenewaccount1 4y ago
  I really don't understand why you all think Elon is going to pay anythying. The 6.4 provision is pretty standard, and often the reason for deal to fall through, in that enough of the requested information was not provided. You really don't know what was asked, what was ignored, and what garbage data was sent back. You think Twitter is all innocent? Pfffftt. Don't be evil, oops, i mean naive. He doesn't have to prove fraud, or malice, or that it wasn't worth it....all he has to show is that requests were ignored, rebuffed even though they are reasonable, and responded to with bad data. That's not really a hard case to win.
  • MBCook 4y ago
    I don’t believe his purchase was contingent on anything. I don’t think he’s allowed to back out. Also that billion dollar number was not a get out of jail free card. He can’t just decide to pay it and walk away. It only works under certain circumstances. I don’t believe your analysis is correct. At least it doesn’t match what the legal experts at CNBC seem to think. https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-away-from-twitter-deal-by-paying-1-billion.html https://www.cnbc.com/2022/05/13/elon-musk-cant-just-walk-awa...
    • somenewaccount1 4y ago
      Those monkeys at CNN are just there to turn the popcorn machine handle. I'll bet $100 gentlemen's wager his lability won't be over $100 mill.
  • gsibble 4y ago
    Seems to me he makes a pretty sound argument here to back out.
  • hansword 4y ago
    Are you a lawyer? Because 5days ago, you wrote "I am a developer..." If you are not, where does the "all he has to show...." part come from? Do you have a source?
    • 4y ago
• strangeloops85 4y ago
  This is going to Delaware Chancery court, and if his ridiculous claims hold it does turn upside down long-held general principles of mergers and acquisitions that would affect.. everyone. I don't think the court will side with him on this. In the past, they have forced mergers to go through..
  • hwers 4y ago
    So embarrassing if he ends up being forced to own it and everyone knows he tried to back out.
    • metadat 4y ago
      Embarrassment is the least of his problems at this point.
      • x86x87 4y ago
    • encryptluks2 4y ago
      And if the SEC steps in regarding his selloff of Tesla stock puts him in jail and he gets sued by their shareholders and Twitter's too.
  • metadat 4y ago
    How much foot dragging does the Delaware Chancery Court usually tolerate in these sorts of situations? Asking for a friend xD
    • DelaneyM 4y ago
      Very little, actually. The Delaware Chancery Court is arguably the US's most efficient judicial institution. They don't mess around. I wouldn't be surprised if it's concluded by EOY. If Elon wanted to drag it out he'd have waited the full 6mo review period before making his intent official, and Twitter clearly wants it done with. The only way I see this dragging out is if shareholder lawsuits from Elon's filing "mistakes" or SEC actions (for any of a dozen good reasons when Elon's involved) muddy the waters.
• gsibble 4y ago
  Could you commenters please make up your minds over whether you want the deal to go through or not? You all seem to hate that Musk would make Twitter more conservative so you don't want the deal to go through, but also make fun of him and torment him for pulling out as if you do want the deal to go through. You can't have it both ways. Either you want the deal consummated or you don't. Stop being such hypocrites.
  • jeremyjh 4y ago
    We definitely can have it both ways. We don’t want him to buy Twitter - because he is an idiotic blowhard. Also we are happy he is backing out, because it demonstrates what an idiotic blowhard he is.
    • gsibble 4y ago
      That's fine, but then you can't celebrate that he may be forced into buying it which a ton of comments here are doing.
      • daemoens 4y ago
        We're celebrating the forcing part, not the actual buying part.
      • minimaxir 4y ago
        Elon Musk made the offer himself, he wasn't coerced into it or did it without sufficient public information. He's an adult.
      • deleted 4y ago
        [deleted]
  • daemoens 4y ago
    They still don't want him to do it, it's just funny that he's being forced into doing it now. It's not hypocritical to laugh at him for that.
• cozzyd 4y ago
  Wow, this is almost as embarrassing as the Las Vegas Tunnel...
• tick_tock_tick 4y ago
  I'm super excited for this to go to court. If nothing else we've known Twitter has massive internal issue on how it polices content, reports number, bans people, etc. The leaks out of this case are going to be so juicy. Hopefully they are bad enough we could get real legislation that if you want protection from user generated content you can't just ban whatever you feel like.
• bandrami 4y ago
  He spent a billion dollars to troll hand-wringing Twitter users
• nemo44x 4y ago
  Why would he spend $44B on a company worth $28B today? I’d make a new offer of $35B. They’d probably accept.
  • compiler-guy 4y ago
    Because he signed a contract to that effect, without any contingencies if the stock went down. He doesn’t really have a choice except to go through an extended legal process that likely will end up going against him.
    • nemo44x 4y ago
      I’d rather lose $1B than $15B. Stock will rank to < $10/share over next year now.
  • manquer 4y ago
    They can’t accept anything like that , twitter board would get sued by their shareholders for any price renegotiation. Shareholders would sue them as most legal theory says twitter would win in court and enforce the deal, so there is no reason for the board to renegotiate instead of going to court, the board has fiduciary responsibilities.
    • nemo44x 4y ago
      Why not? Elon would be snarky to not buy and only lose $1B vs $10B. Clearly after investigation the company isn’t worth that and the public markets will vet forget. The stock likely tanks to < $10 over the next year now. They should be happy to get $35.
      • manquer 4y ago
        That model works when the parties in power own the business The board does not own twitter, they only have fiduciary power to act on behalf the interest of shareholders. The merger agreement is strong and legal precedence in such cases has almost always been in favor of the seller , Twitter's probability of winning in court is therefore quite high and they can reasonably expect to force Musk to honor the agreement. Given this scenario, there will be significant portion of shareholders ( likely the majority) who would want to take the legal route and try and maximize their value, even more so because now the stock is not going to reach same levels anytime soon. If the board did not honor these expectations, those shareholders have good cause to sue and win an argument that board did not do their job[1] and have to compensate them for lost value in the sale. Loosing such a case(likely) will be catastrophic for the board members. [1] This construct and limitations on the board is there for good reasons, otherwise a buyer would just bribe the board with far smaller amount than the value of company .
• geoffmunn 4y ago
  I always thought this was a weird purchase. All his other businesses have been industry disrupters where he can make all sorts of bombastic claims and promises of new products, but Twitter was an established company in a stable(ish) industry. It was really hard to see how he would apply his usual tricks, and I always figured he was going to wiggle out.
• kringo 4y ago
  I like him for his entrepreneurship and big bold bets. However related to Twitter, looking what's happening since his first tweet, this was the plan all along. Come up with an excuse to get out of the deal. Just he was trying to cash in all the marketing he can like always. I don't think its going to work the way he thinks in this case, its atleast going to cost him $1b
  • hwers 4y ago
    Surely 1bn could have afforded a lot more and better marketing..
    • kringo 4y ago
      for sure :-)
• riffic 4y ago
  Federated social networking based on W3C ActivityPub or a successor protocol will eclipse Twitter on a slow, but finite timeframe. Twitter could even build a business model around that - They can manage hosting and the sales of Twitter services as a SaaS on your own domain name like Office 365, Google Workspace. Or someone could snatch this market right now with their own first-mover advantage (I can see Mastodon gGmbH positioned to do so). I'd do it myself if I had the time and energy.
• naveen99 4y ago
  So is there a court that can enforce the merger agreement ? What’s the worst Delaware can do ?
• madrox 4y ago
  Everything about this deal strikes me as Elon trying to buy his way out of the fact he illegally acquired stock in a bid for a board seat. At the time, I'm sure he thought it was a clever way out of an immediate problem, and he certainly moved the conversation away from his stock buying shenanigans. I just don't know how he didn't see how the outcome would be...owning Twitter. So many people have gotten very close to buying Twitter...even Disney. The surface appeal is high but once you think about it for more than ten minutes it's clearly a problematic platform with few solutions that don't drastically lower its value. If Elon ends up not closing this deal with Twitter, I suspect that Twitter will go the way of Tumblr...eventually getting bought by a second tier tech company before being mismanaged into irrelevance.
  • dqpb 4y ago
    > illegally acquired stock Illegal how?
    • Forlien 4y ago
      Not the OP, but when an investor acquires more than 5% of a stock, they have a limited time to disclose it. Elon disclosed his Twitter stock acquisition too late (20 days after instead of 10) and using the wrong form (Schedule 13G instead of Schedule 13D), painting him as a passive investor rather than an activist. https://www.bloomberg.com/opinion/articles/2022-04-06/elon-musk-is-active-now https://www.bloomberg.com/opinion/articles/2022-04-06/elon-m... talks about it.
      • swyx 4y ago
        well, sure he played fast and loose on the forms but then there would be a lot of "illegal" tax filers and thats not the commonly understood meaning of "illegal".
      • 0xy 4y ago
        Isn't it pure speculation on your part that he had non-passive intentions at the time he acquired the shares? The barrier to prove intent is high, and speculation doesn't cut it. It's valid to buy as a passive investor and then turn into an activist or an interested party, even a short time later.
• camjohnson26 4y ago
  Twitter is responding with legal action: “ Bret Tay­lor, chair­man of Twit­ter’s board of di­rec­tors, tweeted Fri­day af­ter­noon that the board plans to pur­sue le­gal ac­tion to en­force the deal at the price and terms orig­i­nally agreed upon. We are con­fi­dent we will pre­vail in the Del­aware Court of Chancery,” Mr. Tay­lor tweeted. Parag Agrawal, Twit­ter’s chief ex­ec­u­tive, retweeted the mes­sage.“ https://www.wsj.com/articles/musk-says-he-is-terminating-twitter-deal-11657315905 https://www.wsj.com/articles/musk-says-he-is-terminating-twi...
• godmode2019 4y ago
  I can tell you Twitter took the not question seriously. I have only used twitter once when my company had a notice board you needed to tweet to, over 7 years ago. After musk started talking about bots, I started getting a ungodly amount of twitter emails asking me to sign in and see watt my friends are doing ect. Over 10 a day for the last month or so. My email is literally filled with twitter emails trying to activate my inactive account to temporary inflate their numbers. Musk didn't have buyers remorse, we entered a huge market crash in the middle of the deal, so twitter was not worth nearly as much. Likely worth around $15 USD per share. Everyone knows twitter is majority bots, gpt influence accounts. Musk was using that angle because they would never admit to it publicly as it would likely have stock or legal issues. He likely still wants to but twitter at the current market value, not yesterdays current value.
  • telesoft 4y ago
    >My email is literally filled with twitter emails trying to activate my inactive account to temporary inflate their numbers. Big if true
    • godmode2019 4y ago
      I just went and double checked, 4 emails a day for the last month ( not 10). All the same email suggesting I login. I have not logged into twitter since 2016, no friends and no followers. Just set up for my company noticeboard.
  • jungle2jungle 4y ago
    > Everyone knows twitter is majority bots, gpt influence accounts You are writing fan-fiction, not making an argument.
    • godmode2019 4y ago
      Most of social media is PR companies running bot farms, this has been the case for many years. Especially around African elections (well studied) or large social issues ( Johnny deep court case ) My country is notability bad they close the comment section so real accounts can't out comment the bot accounts, our government has social media influence programmers running this, people I know. ( small country ) They use gpt 2 to generate around 100 curated comments for each news article, You can typically tell by going into their account and seeing when they joined and friend count ect. However recently they started hiring normal people to comment. This has been the PR industry for at least 4 years.
• Animats 4y ago
  Tesla needs to focus. Two major assembly plants are down for line rework because the line runs too slowly. The battery factories are behind schedule. Solar roof installations are way under goal, despite high energy prices. "Self driving" is a flop. And whatever happened to the Cybertruck? Tesla is a car company. They need to focus on making cars. They're past the startup stage. To grow into that bloated market cap, they need to make a lot more cars. Production. That dull and boring stuff Detroit and Toyota do well.
  • beeboop 4y ago
    Can you provide the detailed schedule for battery factories? Can you provide the communications that show the lines are running too slowly? Can you provide the development roadmap for self driving to demonstrate it's ceasing to have progress? Can you provide evidence that the equipment in Giga Factory in Austin that's installed and ready to build the cyber trunk isn't going to be used for that?
    • Animats 4y ago
      Yes, but there is a service charge for doing homework.
  • frollo 4y ago
    > Tesla is a car company. Tesla is a very complex financial operation which, sometimes, sells some cars. From Musk's point of view it's working exactly as planned.
    • toast0 4y ago
      >> Tesla is a car company. > Tesla is a very complex financial operation which, sometimes, sells some cars. That's not that unique, my understanding is most of the major car companies are primarily in the business of auto financing, but they make cars to give people something to finance.
      • perardi 4y ago
• chernevik 4y ago
  The filed letter (https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm https://www.sec.gov/Archives/edgar/data/1418091/000110465922...) isn't the knockdown argument I would be expecting. Musk is saying, you haven't demonstrated your numbers are accurate. But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate. Complaining Twitter rate-limited his API access (which would be very foolish on their part) or that their bot measurement standards are "arbitrary" doesn't seem to get there. The letter complains that Musk asked for data allowing him to "independently verify Twitter's representations regarding the number of mDAU" -- but where does the agreement provide for that verification as a condition of the deal? Maybe Twitter didn't provide sufficient information for Musk to "independently verify" that number -- that means nothing without showing Twitter had a duty to provide that information, or that Musk had a right to his own verification. (Any lawyer agreeing to the other side's verification of such a thing probably isn't a very good lawyer.) The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate. Who seriously cares about this stuff? "I relied on your numbers but now they seem soft" is different than "I relied on your numbers but now they are clearly wrong". I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors. I would think Twitter will sue for specific performance, and they probably have a case. And Musk is liable for their full market cap, and any trial would depend on a legal team that has a hard time writing a clear letter. I think Musk is in trouble here.
  • np1810 4y ago
    Well, here's the tweet from Bret Taylor (chair of the board at Twitter)... https://mobile.twitter.com/btaylor/status/1545526087089696768 https://mobile.twitter.com/btaylor/status/154552608708969676... > "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."
  • shuckles 4y ago
    Twitter has already said they'll sue for specific performance: https://twitter.com/btaylor/status/1545526087089696768 https://twitter.com/btaylor/status/1545526087089696768
• crmd 4y ago
  Temporary rate limiting on Elon’s firehouse API account[0] does not sound like a material breach of contract. [0] - page 5 https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm https://www.sec.gov/Archives/edgar/data/1418091/000110465922...
• 734129837261 4y ago
  Out of touch billionaire realises that he has to sell quite a lot of stocks in his companies in order to buy a dying social media platform that's mostly gamed by PR firms, bots, and the occasional actual user who wonders: "Why am I here again?"
• ramacastro 4y ago
  • vecter 4y ago
    This ad hominem has nothing to do with Elon's legal standing with regards to whether or not he can back out of the deal without paying a large breakup fee. Yes Elon has done great work for humankind, but that doesn't absolve him of responsibility for bad behavior.
    • ramacastro 4y ago
      • vecter 4y ago
        > Sure, he won't mind paying that I believe. I strongly beg to differ. The purported damage may be in the low tens of billions. It doesn't mean that Twitter will get that much, but they'll certainly sue for that much. > And he will likely create a new social media and crush twitter. What makes you believe that that is likely? I don't see any evidence for it whatsoever. Twitter has an incredible moat. Just because Musk is going to start a twitter competitor (which I doubt he'd bother doing since he's already so busy) doesn't mean it will be successful, if it even ever gets off the ground. Most likely it will be a small niche community. > I was talking about people attacking him just for being rich and accusing him of having an "inflated ego" Clearly the man has an inflated ego if he thinks he can pull nonsense like this and get away with it. You could make a reasonable argument that he's "earned" that ego, but that's different from whether or not he has one.
        • ramacastro 4y ago
          In the ted interview he did recently he said he had a plan B. And that plan was clearly to create a new social media, if you watch the interview you will notice. I honestly don't think he was trying to pull anything. If you see a product that seems made of real gold and then when you ask the seller to prove it's gold, they go round and round not actually answering your question, why would you buy it? Better to put that money into another product. It's common sense, people should stop being so cynical. It's a distorted and sad world that one. As Elon said once "I prefer to be optimistic and wrong rather than pessimistic and right".
• ElijahLynn 4y ago
  So was the whole goal all along to try and figure out how much of Twitter was fake spam accounts? That would be one way of doing it.
  • riffic 4y ago
    If there's a valid combination of username and password, the account is in no way "fake". I wish there was better terminology here. It can in certain be a spam account though.
• r3trohack3r 4y ago
  I have very little context here. It seems the general sentiment in the comments is that this attempt to get out of the merger agreement will fail and that Musk will be forced to follow through with the purchase of Twitter. At the current rate Twitter is trading at, Musk will be paying roughly 50% over market value to acquire the company. So a question: if you believe Musk will still purchase Twitter at an inflated price, are there any good reasons for not purchasing Twitter stock? In other words, Musk has offered to give you $54.20 per share, and you can purchase those shares for $36.81 at the time of this comment. If folks are confident that this trade will go through, isn't it a quick way (relative to 8% YoY) to 1.5x your investment?
  • ceejayoz 4y ago
    There’s a chance Twitter accepts 5-10B in exchange for dropping their objections to the end of the merger.
    • peanuty1 4y ago
      Why would they take a 5B settlement when they have legal grounds to force the deal through for 44B?
      • CogitoCogito 4y ago
        In theory accepting 44B minus the current market value as a settlement is equal in value to buying it 44B (though I'm sure many large investors might prefer the cash and cash out of Twitter entirely). But yeah 5B wouldn't cut it. Though settling for 5B or 10B or something under the true worth might be worth it if Twitter thinks there's a chance they won't win.
      • ceejayoz 4y ago
        Because there’s always the chance you lose in court, and years worth of nasty litigation is distracting and unfun.
  • sjs7007 4y ago
    Small correction, he'll be paying 50% over market value, not 150% more.
• electric_mayhem 4y ago
  I’m looking forward to the day he gets held accountable for market manipulation. Bet he (and his friends, if he has any) made a mint off this farce. Not that I have any faith it will happen.
• adamrezich 4y ago
  lots of emotionally-charged comments here, which is pretty disappointing. if we look at this dispassionately, perhaps we can come to better conclusions than "elon big poopy head freeze peach bad". for example, one possibility is that Musk never intended to actually buy Twitter because he had reasonable suspicions that the <5% spam/bot figure provided by Twitter was intentionally incorrect (i.e. fraudulent), and he just wanted to get that out in the open and possibly even tank the company's stock as a result, either as a personal vendetta against the platform and company, or because he wants to develop a competitor. or maybe he wants to buy it up after the price falls even further. who knows? but it's more fun and interesting to speculate like this rather than just hurling loaded adjectives like "impetuous", "eccentric", "breathlessly arrogant", "astonishingly careless", and so on and so forth. I get that public opinion on the guy here has largely turned pretty sharply in the past couple years but do we really need to pretend like we're 2016 headline-writers writing about Donald Trump when we discuss him for some reason? that entire schtick is long-since played out.
  • minimaxir 4y ago
    > one possibility is that Musk never intended to actually buy Twitter Which was a common perspective when the idea was floated around, until he signed a legal agreement actually saying he was going to buy Twitter.
    • adamrezich 4y ago
      sure, but now more events have unfolded, the results of which remain to be seen—so why can't we discuss the situation and speculate as to what will happen going forward without all the emotionally-loaded verbiage?
  • jungle2jungle 4y ago
    You are writing fan fiction, not observing reality.
    • adamrezich 4y ago
      please then, enlighten me to reality.
• avidphantasm 4y ago
  Was really looking forward to watching him eat this shit sandwich he made for himself.
• mandeepj 4y ago
  I’m not sure why you guys have not noticed his patterns: he always jumps-on whatever the hottest current topic is - whether kids stuck in a cave in Thailand, Ukraine war (making fun of Putin by inviting him to a fist fight), Twitter ( was active due to leadership changes; in-general the app is popular). His idea is - by staying in news, he’s driving PR for Tesla. He’s acting as a brand machine for himself and his companies. Besides all his, he has no regard, empathy for his employees - the real people who made him, who he is. What an irony!
• hartator 4y ago
  Everyone is saying Musk waived is due diligence rights. Where can I read that?
  • vitaflo 4y ago
    He didn’t wave them he simply didn’t do them. The time for due diligence is before you sign a binding contract. Once you sign no amount of “extra” diligence maters because you already made a binding decision. Elon signed without doing enough due diligence and now wants to get out because of it but that’s not how binding contracts work.
  • camjohnson26 4y ago
    Look up Matt Levine’s newsletter, he’s been covering the whole saga and is an expert on M&A.
• jimnotgym 4y ago
  I don't trust any man that thinks a car doesn't work better for the driver with an analogue speedo in front of the driver, rather than a tablet to the side
• aalleavitch 4y ago
  What if he's not a genius and actually he's just some guy, and his wealth is actually arbitrary. Absolutely chilling thought, eh?
  • x86x87 4y ago
    Genius is not an absolute that applies across everything one done. In fact most geniuses are very very good across one dimension + they benefit from the halo effect. Musk can be a "genius" when it comes to electric cars and space exploration while at the same time being total wrong about almost everything else.
  • encryptluks2 4y ago
    He's got that affluenza disorder.
• timwaagh 4y ago
  I hope he hangs lol. Not out of any disrespect for musks achievements like those cars or the first online payment method that did not involve a credit card but he's been doing too many disruptive unnecessary things that will have cost a lot of ordinary retail stockholders a pretty penny.
• jmyeet 4y ago
  I'm increasingly getting the sense that SpaceX is the anomaly here and otherwise Elon has been steadily failing upwards his entire life. Is that just me? Obligatory joke: this is the only time Elon has pulled out (if you know you know). Tesla's peak market cap is ~$1.5T. It's still sitting at just under ~$800B. Tesla sold just under 1M cars last year putting one metric at (currently) $800,000 per car sold in a year. How does any of that make sense? Just watch as traditional auto manufacturers ramp up EV production. The Ford F150 Lightning is in my mind a bellwether. From what I've seen it's been incredibly well-received and that's only the beginning. Compare that to the often ridiculed and clearly beleaguered Cybertruck. I really wonder if Elon's attempted acquisition of Twitter is just a symptom of him becoming increasingly unhinged (eg his screeds against the "far left"). I really wonder if this hwole thing wasn't motivated by the perceived injustice (according to him) of Trump being banned in particular and the idea that conservatives are somehow being silenced. But maybe this is 5 dimensional Chess. One can argue this hass done a lot of damage to Twitter and Elon may be on the hook for more than the $1B breakout fee (which he will of course try and weasel out of). This may actually drag on for years. Personally I'd be happy just disappeared into a lab in a remote location where he can build rockets without distraction. I can but hope. I honestly think the skyrocketing valuation
  • trixie_ 4y ago
    PE of 90 and 2 new factories only starting to ramp up it. It makes perfect sense.
• pen2l 4y ago
  "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." - Bret Taylor (https://twitter.com/btaylor/status/1545526087089696768 https://twitter.com/btaylor/status/1545526087089696768) Elon is on the record talking about the 'bot problem' over the years (on Twitter!). He's about to get a very expensive lesson that agreements can't be breached even if you have more money than sense to spend on litigation and you can't just say stuff willy-nilly, because it can come back to bite you sometimes.
• bindle8932 4y ago
  Please, let the man walk away from the deal. We do not want the world's richest man controlling his own propaganda system.
• yalogin 4y ago
  This was never in doubt. He made a foolish decision to buy Twitter with his stock and then immediately regretted it the moment the stock market tanked. Tesla itself went down by a lot and it made it almost impossible for him to finance it. He wanted out and made up reasons. Twitter will try to enforce the purchase agreement. It will be interesting to follow this case.
• fma 4y ago
  If you look at Twitter's stock price, it never stayed near his $54.20 offer price, unlike other actual legitimate offers for buyouts. Anyone who took it seriously...I'd like to sell them a bridge.
• crikeyjoe 4y ago
  Read the reason. Twitter is all fake bots. You gotta be nuts to own that.
• leroy_masochist 4y ago
  So he does know how to pull out...
• swlkr 4y ago
  I wonder if similar to dogecoin, bitcoin, and hyper loop before it, if this was just marketing
  • andirk 4y ago
    Trolling can be fun and funny, but when he does it, his fanboi army hears it as gospel and local and national news outlets run with that tabloid garbage.
• crikeyjoe 4y ago
  Too many bots. Kind of like the boy brigade here.
• AzzieElbab 4y ago
  This was the first time I bet against musk and it is paying off
• deleted 4y ago
  [deleted]
• LAC-Tech 4y ago
  Probably for the best. The only way I was going back to twitter was if Musk took over, took decisive action, and it stopped being a left wing echo-chamber. But wasting more of my life on social media is not a net positive. So overall I'm glad, I can continue to ignore twitter exists except when people occasionally link a tweet (which half the time I regret clicking anyway).
  • jungle2jungle 4y ago
    So you want to give the richest man in the world more control over the flow of information? I've always though it better to avoid massive concentrations of power, but that's just me.
    • LAC-Tech 4y ago
      I mean there's no point me joining a platform like twitter where I'm plainly not welcome. Musk might have changed that.
      • jungle2jungle 4y ago
        So you want to rejoin twitter, and the best way to make that a possibility is to concentrate more power around the richest person in the world?
        • LAC-Tech 4y ago
          I dunno how many different ways I can explain this. - Twitter is a left wing echo chamber - I thought Elon might have changed that - He didn't end up buying it, moot point - So I'm not on there. How rich he is or isn't was irrelevant in my calculus.
          • jungle2jungle 4y ago
            So you only care about rejoining twitter, and not what happens to other people?
• remflight 4y ago
  Twitter can’t give Musk the data he needs to determine fake accounts. It’s obvious that while Twitter does some work to detect fake accounts, they probably only go after low hanging fruit. Twitter is balancing investment costs vs impact to the platform and obviously they are coming in light. Everyone that uses Twitter knows it has a bot problem. If Musk’s team does a deeper dive than Twitter is willing to invest in and determines that the number of bots is material, it calls into question the entire financial model of Twitter. Customers will demand refunds and earnings will have to be restated going back years. It’s going to be a nuclear financial bomb. So of course Twitter is going to sandbag. They can’t afford to release that data because they know it’s going to be material. Musk knows this and Twitter knows this. I think Twitter is actually fucked now because their number of accounts will come into question and maybe even the SEC might squeeze them. But Twitter will probably look tough but try to close this chapter as quickly as possible and hope that no one digs deeper into the fake accounts.
  • ceejayoz 4y ago
    > Everyone that uses Twitter knows it has a bot problem. Which is precisely the problem with signing a "I'm buying you for $44B" and then claiming you had no idea they had so many bots to back out of it.
    • remflight 4y ago
      Your argument doesn’t hold water. You can have a sense of the amount of bots but if it’s wildly off, then of course it’s going to be shocking.
      • ceejayoz 4y ago
        He opted to buy the company, and very shortly afterwards said the 5% number - which they've consistently submitted to the SEC for years - is obviously wrong. Unless he can convincingly explain how he went from naively believing the 5% number to certain it's massively and fraudulently incorrect - in a matter of weeks and with no new information - to the court, he's pretty fucked here.
• social_quotient 4y ago
  It seems more productive to take this at face value vs conjecture and rumors… Suppose the filing is true - all of it. Let’s start the conversation with that and see what people think and what happens next to Twitter.
• WORMS_EAT_WORMS 4y ago
  The bigger story (if you can get past the juicy Elon-a-drama)… is Twitter stinks. You can smell the <insert_elon_poop_emoji> in their ad program a mile away and it’s finally free game to call out. I remember buying Facebook ads once and I got more likes than God and not a single one of them seemed like they were “real”. Maybe they were “mDAU real” or whatever… These company’s are liars and have been ripping people, small and big business off for years. Google ads, search ads, Twitter, Facebook, Snap, TT, Reddit, Yelp, etc… it’s all stretched fake engagement. We all know it and have known it for years — if you’ll admit it or not.
  • colechristensen 4y ago
    I promoted a tweet just for curiosity and a significant portion of the engagement was spammy. A lot of likes from accounts selling some kind of sex work, some really blatant spam, a lot of small time self promotion from wannabe influencers. Much of this was probably “real people” but also “spam”. There is a spectrum of what is and is not “real” usage vs spam, but if I were advertising for real, I wouldn’t want to target the Twitter account representing a furry onlyfans creator. Of those there were several in the few hours and ~$100 I left the tweet up. In other words a significant part of the engagement in my promoted tweet was low quality Twitter accounts engaging with my tweet in order to get more attention for themselves.
    • WORMS_EAT_WORMS 4y ago
      Does anyone here actually believe Twitter doesn’t know this and have exact metrics down to a science? Or those stock options and gains too big to have any real morals?
      • colechristensen 4y ago
        I’m not so sure there can be exact metrics, when exactly an account is and is not spam is probably impossible to determine, there is a lot of grey area.
        • 4y ago
• alfor 4y ago
  Elon is pretty straightforward. The deal is obviously not worth it if a sizable chunk of user are fake. His first action would be to get rid of fake account and doing so decrease the value of Twitter for him and everyone that join him. It’s better if the value decrease now to reflect reality, then buy at a far price and improve from that point. I think the deal might go own at a much lower price. The lying is going to get out, the value of Twitter will then have to be evaluate at the current economic level.
• djcannabiz 4y ago
  very excited to read what Mat Levine has to say about this...
• p2pai 4y ago
  What is most surprising about this, is that he had built up a significant percent ownership before the offer.
• paulpauper 4y ago
  lol Ms. Gadde: sounds like William Gaddis, one of whose novels involves fictitious lawsuits
• justinzollars 4y ago
  The Hacker News community has really turned into an angry mob over the years! Wow. So much Elon Hate - he made the Electric Car, He makes Rockets. Give the dude a break. I know its hard to live up to your personal standard of Piety/Orthodoxy - but realize some people are producing things. This is an example of a recent Trend: https://twitter.com/search?q=%22Jared%20Kushner%22&src=trend_click&pt=1545584988657156096%2C1545582653746958337%2C1545422344512065539%2C1545443322747297792%2C1545430074219831296&vertical=trends https://twitter.com/search?q=%22Jared%20Kushner%22&src=trend... Click on the top 10 accounts. None are real people. Likely CCP Army, or Russian trolls, bots of some type - but certainly not users who should be counted as mDAUs.
  • jungle2jungle 4y ago
    Quick, call Elon's lawyers! You have incontrovertible proof!
    • justinzollars 4y ago
      Proof? Legal Discovery will force the burden of proof on Twitter.
• plaguepilled 4y ago
  Musk does yet another brazenly out of pocket thing and forces the world to look at him. Yawn.
• deleted 4y ago
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• gfodor 4y ago
  The market crashed to hell and it makes no sense to close on a ~50% markup when the penalty is at most $1B. It seems kind of obvious to me he’s angling to get a nice discount and close, since he has almost all the leverage (the shareholders are going to sue the board if they end up having their stock directly exposed to the radioactive hellscape that is the equities market.)
  • danielmarkbruce 4y ago
    This is all wrong. The penalty is at most $44 bill. Maybe more.
  • Hasu 4y ago
    > when the penalty is at most $1B This isn't correct. People keep saying this, but it's not true. $1B is the penalty if Musk can't get financing. He has financing. He has no escape clause now, and this is a transparent and frankly pathetically weak attempt to get out of the deal. If he gets out at all, it will be at a much higher price than $1B. > It seems kind of obvious to me he’s angling to get a nice discount and close, since he has almost all the leverage He really doesn't. He signed a binding agreement to purchase Twitter at $54.20/share and none of the excuses he put in this termination notice hold water. The Twitter board has every right and incentive to sue him for specific performance and that's exactly what they're doing. They are in the legal right and have a great chance of winning.
    • lettergram 4y ago
      His financiers were the ones requesting validation. At this point it appears they pulled financing as the conditions weren’t met.
      • foepys 4y ago
        Musk has enough Tesla shares he can sell. When in doubt he can also sell his share of SpaceX.
        • 4y ago
• MichaelMoser123 4y ago
  Musk would have been a political player, as the owner of twitter. That could have gotten him into a fight with the wrong people, and could have hurt his business. I mean AWS didn't get the big pentagon contract, under the previous US president. Mr. Besos was very upset about this. Now Musk is much more exposed to that kind of thing, as SpaceX is a major Nasa contractor. There must be some politics here, if you consider the amount of tax money being involved. Now the politics of Mr. Musk doesn't quite align with that of the president, and we saw some spats between them in the past. I would argue that this would have a potential for escalation and would have much more weight than the bot issue on twitter. 'Biden wishes Elon Musk "lots of luck" on moon trip' - could be read as a kind of veiled threat. https://www.youtube.com/watch?v=igSyBMYus5A https://www.youtube.com/watch?v=igSyBMYus5A MSNBC says that Musk and Biden are in a kind of fight now https://www.youtube.com/watch?v=Fgj2jfmPfRE https://www.youtube.com/watch?v=Fgj2jfmPfRE
  • MichaelMoser123 4y ago
    wow, once upon a time you could have a discussion here on any topic, hope that feature is not disappearing....
    • AussieWog93 4y ago
      You were downvoted because your comment about the veiled threat from Biden is a pretty crazy conspiracy theory.
      • MichaelMoser123 4y ago
        yeah, ownership of the biggest public platform that is frequented by the elite has nothing to do with politics. I think that such a notion is pretty crazy.
• causality0 4y ago
  I'm surprised anybody thought this was actually going to happen. From day one this had all the trappings of a typical Musk publicity stunt.
• 0xakhil 4y ago
  Okay, plot twist. Musk never intended to buy twitter. Whole ploy was to get access to twitter’s firehose of data to train his AI. On the serious side, I can’t believe someone would gamble with half of his net worth. But this is Musk!
• deleted 4y ago
  [deleted]
• vincentmarle 4y ago
  Musk’s account keeps getting suspended/unsuspended in the past hour: https://twitter.com/growing_daniel/status/1545625887151820800 https://twitter.com/growing_daniel/status/154562588715182080...
  • KJKingJ 4y ago
    Not quite - the screenshots being circulated show an account with a different name that visually looks quite similar. Instead of a lowercase `l`, the suspended account has an uppercase `I`. In many fonts, these end up looking quite similar.
• phendrenad2 4y ago
  This is going to end with Elon a lot poorer, and Twitter owning a large chunk of Tesla stock, isn't it?
  • CogitoCogito 4y ago
    If I were Twitter, the last thing I would accept is Tesla stock when what I really was owed is cash.
• cat_plus_plus 4y ago
  Too bad, I was looking forward to a social network run differently while still being able to provide strong security and take down illegal / pointlessly obnoxious content. Twitter combine with Musk's wealth would have been able to do that. I guess the upside is that upstarts like MeWe now have more chance to take on established players who have grown condescending to their own users.
• deleted 4y ago
  [deleted]
• cjbgkagh 4y ago
  It’s been amusing to see the flip from people saying Musk can’t buy Twitter to Musk must buy Twitter. Buying Twitter the way Musk did right before the most telegraphed recession in modern history was colossal stupidity. I have no insight to Musks liquidity, but if Twitter is able to force him to complete the sale in the middle of a raging recession then how much of his empire would be diminished by forced liquidations. And was this decision made so he could promote Shivon to CEO of Twitter? That could make it the most expensive (including the cascade of losses due to liquidation) gift to a mistress (?) in human history. But Musk has a habit of escaping justice (see ‘pedo’ case which was egregious) and I have a feeling there would be little appetite to damage his empire due to the job losses it would cause, especially in a recession.
  • diob 4y ago
    Why would it cause job losses? Wouldn't others be able to hire due to the money transferring to them?
    • cjbgkagh 4y ago
      Theoretically yes, but that’s not how courts view it.
    • orlp 4y ago
      Trickle-down economics has consistently shown to be a failed hypothesis.
      • diob 4y ago
        What does trickle down have to do with Musk losing money to others though? Right now, it's trickle down hoping he'll do something with it. Like you said, it's a failed hypothesis.
      • dmix 4y ago
        It’s a good thing that was invented by a comedian and not an economist (easier to refute it that way). > “’Trickle down’ has been a characterization and rejection of what somebody else supposedly believed.” But “no recognized economist of any school of thought has ever had any such theory or made any such proposal. It is a straw man. It cannot be found in even the most voluminous and learned histories of economic theories.”
• femiagbabiaka 4y ago
  > I have enormous respect for his engineering and business skills, he's accomplished some remarkable things. But he doesn't seem so great as a dealmaker. Perhaps he's badly advised, but hey, he chose his advisors. There’s no evidence that he’s a good engineer or a good businessman, save if committing fraud or stealing the accomplishments of others is in the list of things that qualifies one of either. It’s beyond time to start taking his actions present and historical seriously instead of feeding into his cult of ego.
  • dang 4y ago
    We detached this flamewar tangent from https://news.ycombinator.com/item?id=32028410 https://news.ycombinator.com/item?id=32028410. Please see https://news.ycombinator.com/item?id=32039467 https://news.ycombinator.com/item?id=32039467.
  • gzer0 4y ago
    https://www.britannica.com/biography/Elon-Musk https://www.britannica.com/biography/Elon-Musk
    • femiagbabiaka 4y ago
      > save if committing fraud or stealing the accomplishments of others
  • rocqua 4y ago
    SpaceX is actually doing great things. Tesla was very innovative 5 years ago. These two, especially spaceX, are quite impressive.
    • femiagbabiaka 4y ago
      Tesla is stolen and only saw success because of endless amount of government subsidies and a tremendous amount of fraud on Musk’s part and SpaceX was a shitshow until he went hands off.
      • 4y ago
• Terry_Roll 4y ago
  So I load up on some stocks, I have a massive cult following, let it be known I'm going to buy the company, stocks rise, I sell them for a profit then load up on some shorts and cite an impossible to prove reason why I could not go through with the purchase, stocks fall, I profit again. Perfectly legal process only accessible to the very rich in which to further consolidate their position of being the very rich. Nobody else on this planet could pull this off as they dont have a cult following. Cult's dont have to be religious, unless money is a religion? Is anyone surprised?
• wnevets 4y ago
  Is it just me or is Musk constantly finding himself in the middle of failed and shady deals?
• gigatexal 4y ago
  As soon as Tesla’s stock started falling I knew this wasn’t going to happen. But from everything I’ve read the agreement is iron clad, Elon waived diligence, and he’s on the hook for 45B. If I were Twitter I’d take my chances in court to sue him for everything I’m owed, the full 45B or something really close to it. At least they’re due the breakup fee. Maybe they can 10x that for breach of contract. If this does go to court and the outcome is that the agreement is thrown out or something like that it will severely undermine the legally-binding nature of contracts and have all sorts of ramifications.
• greenie_beans 4y ago
  this website needs to be renamed to conjecture.com
• ckastner 4y ago
  It's somewhat hilarious to think that even if Twitter were to settle modestly for $5bn, that would be more than double of all profit that Twitter has ever generated as a company.
  • nolok 4y ago
    In a way, Twitter played Musk's ego to perfection and he didn't see it until its too late. In fact I'm not sure he even admits it to himself yet.
    • encryptluks2 4y ago
      Musk played everyone. I called it as soon as it was announced that he was just manipulating the markets. Hopefully SEC actually does something for once.
      • nolok 4y ago
        He didn't play anyone, he got played. There was a ton of way he could have sold stocks without being on the hook for a 44 billions purchase he doesn't want to close. And he even could have sold the stock without any excuses since the stock fell anyway. He is not getting anything out of this that he couldn't have gotten in a better, smarter way. But they told him he couldn't so he let his ego get the best of him again and got himself trapped. Even went ahead and threw out his right to due diligence, which is the part that confirms it was ego and not smart thinking, and the entire reason he cannot get a clean exit now.
      • jq-r 4y ago
        That would imply that he didn’t outplay SEC, which is a big deal. So not that smart.
      • Forgeties79 4y ago
        >hopefully the SEC actually does something for once They can’t when people like Musk are allowed to rip the few teeth they have out any time they try to hold wealthy individuals/companies accountable. Jon Stewart did a really interesting interview with a former SEC chair few months ago (“The Problem with Jon Stewart”), and while Jon clearly clearly tells him to not pass the buck/not make excuses, it’s also clear to him that the SEC is outgunned and a serious example of regulatory capture. They can’t throw money at the problem, they can’t get clever or they’re sued for being “out of bounds,” and they’ve been successfully demonized to the public, so they have no support virtually anywhere. It’s like the whole “tax the rich” battle cry. We won’t see it happen so long as the IRS is considered borderline an enemy of the people, because who could ever campaign on “increase funding for the IRS so they’ll be better at collecting taxes”?
• jlarocco 4y ago
  I love the irony that Musk wants to buy Twitter and force it to promote "free speech", but is also worried about "fake" accounts. If I want to run a thousand bots spouting fake news, isn't that my freedom of speech in action?
• SergeAx 4y ago
  Okay, if everyone is posting conspiracy theories - here's mine. Musk did this for people to stop clamouring about his alleged twins with that blue-eyed smarty from Neuralink.
  • peanuty1 4y ago
    Don't forget the SpaceX flight attendant he exposed his penis to and propositioned for sexual acts.
    • hackerlight 4y ago
      Allegedly. It's shameful that people throw around unproven claims on social media like this, and in their second breath will complain about disinformation coming from people they don't like.
• partloyaldemon 4y ago
  Chancery courts will compel performance of this transaction absent a showing of an material adverse advent. Very, very high bar. The buyer is a highly sophisticated investor and the grounds that he is alleging form the basis of the breach of contract were and are public information that has not materially changed nor been alleged to have materially changed since the signing of the merger agreement. Moreover, and most critically, it is not being alleged that spam accounts have any substantial impact on the earnings of Twitter. Thus, the courts will obligate Musk to buy the business as he agreed to in April.
  • icedchai 4y ago
    You may be correct, but if you think Musk will actually buy Twitter at 54.20 now, I have a bridge to sell you. He can pay enough lawyers to hold up this transaction for years. "Time kills all deals", as they say.
  • rafiki6 4y ago
    Yes, but even if they take him to court, it's highly likely that Musk and his legal team drag this out. It's not going to be a simple case. No contract law case ever is. And at that point, Twitter's business might keep suffering, to the point that their fair market value plummets, and they enter a very difficult financial situation. Then Musk can swoop in with a much lower price offer and they will accept simply due to their financial position and not being able or willing to continue the case in the courts. I think Musk will end up buying Twitter but at a much lower price.
  • zackees 4y ago
    Musk stated that 50% of the users are bots and that Twitter is hiding this. If true, he’s got an out.
  • stingraycharles 4y ago
    I actually have experience with this type of stuff, some business tried to acquire mine and kept postponing, and ended up with some excuse that there wasn’t enough technical design documentation, which would be a real-breaker. It wasn’t super big money, but also not small (high 6-figures). I ended up suing them, won on all counts, and the deal had to go through. Unfortunately, this company simply refused to do that even after the judge ruled against them, and I had to renegotiate the terms set by the judge. That was one hell of a ride. Point being, if Musk really doesn’t want it, even if Twitter wins a lawsuit, Musk will probably find another way to postpone or renegotiate or whatever. In the meantime, Twitter is not in a good shape, and this whole thing is probably hurting them so much more than that they could possibly benefit from.
• drclau 4y ago
  I’m curious if Twitter will kick Elon Musk off the network.
• spoonjim 4y ago
  Twitter is a great LBO candidate but Elon Musk tried to buy it as a consumption good rather than an asset investment. Not that surprised that the deal he made in a fit of pique did not seem so good without the beer goggles and with the market having fallen 30%. I hope courts compel him to execute the transaction but I also know that he probably has a million ways of getting out of it.
• techwiz137 4y ago
  Musk never wanted to buy Twitter, anyone who thought so was deluded. The guy is a psychopath and is playing with people's money by manipulating assets.
• coffeeblack 4y ago
  Where does the Musk hate on hn come from? Edit: that’s an actual question. If you downvote, at least comment why I’m wrong.
  • maxboone 4y ago
    I don't think it's irrational https://www.vanityfair.com/news/2022/04/elon-musk-twitter-terrible-things-hes-said-and-done https://www.vanityfair.com/news/2022/04/elon-musk-twitter-te...
    • coffeeblack 4y ago
      Vanityfair?
• Tomte 4y ago
  Paul Graham: https://mobile.twitter.com/paulg/status/1545547177849667585 https://mobile.twitter.com/paulg/status/1545547177849667585 Let me answer that: they do not want to be owned by someone who doesn't want to. But they want the 40B more.
  • singaporecode 4y ago
    Man PG has jumped the shark completely. What the hell is that tweet - a deal is a deal, how can he implicitly say it should be ok for it not to be honoured (and with his twitter following, saying something publicly has an impact, however small)
  • kif 4y ago
    That tweet seems a bit weird, especially coming from him.
    • dmix 4y ago
      It makes sense from purely a) founder/entrepreneur perspective which PG normally speaks from. Forcing someone to run a company they don’t believe in is normally a bad strategy. And b) assuming the board member cares about Twitter as an entity beyond the short term monetary gain/share prices. Since most board members are already wealthy and are motivated by more than $$ when taking on the job Of course fundamentally the question is obviously moot give the legal obligation both from Musk and for the shareholders to optimize payout before a recession, but it’s an interesting thought experiment of whether it’s going to harm them either by going to court and/or having a disinterested owner. Personally I think regardless if Elon is forced to buy Twitter he’s obviously going to do try to make the best out of his investment (or at least a better product). He’s a poweruser who clearly cares about the product. Can’t be much worse than it already is. His concern is probably just the price not that he doesn’t want to own Twitter.
  • ckastner 4y ago
    > Let me answer that: they do not want to be owned by someone who doesn't want to. That person wanted to own Twitter, though, and very much so. To that effect, that person made and absolutely ludicrous offer (e.g., merger without due digligence), just to end up owning Twitter as soon as possible. The fact that a few weeks later, the same person changed their mind about Twitter, is absolutely their own fault. They agreed to terms.
• m00dy 4y ago
  Tesla and SpaceX may need his capital to survive the downturn. They both have an arsenal of options to raise further cash.
• xbmcuser 4y ago
  To me Musk is trying to get out of the deal while at the same time twitter owners know they found a great patsy so they are unwilling to release real numbers.
• sidcool 4y ago
  What is wonderful about this is that we all trust that courts will be objective in this. No amount of money will corrupt the courts here. I wish I could say the same for my country.
• Fiahil 4y ago
  > While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers. Twitter only offered to provide Mr. Musk with the same level of access as some of its customers after we explained that throttling the rate limit prevented Mr. Musk and his advisors from performing the analysis that he wished to conduct in any reasonable period of time. > Additionally, those APIs contained an artificial “cap” on the number of queries that Mr. Musk and his team can run regardless of the rate limit—an issue that initially prevented Mr. Musk and his advisors from completing an analysis of the data in any reasonable period of time. Mr. Musk raised this issue as soon as he became aware of it, in the first paragraph of the June 29 Letter: “we have just been informed by our data experts that Twitter has placed an artificial cap on the number of searches our experts can perform with this data, which is now preventing Mr. Musk and his team from doing their analysis.” That cap was not removed until July 6, after Mr. Musk demanded its removal for a second time. Interesting. Technical limitation, or not, it's unlikely that their API was changed just to upset Musk's team. It's most probably a pile of wonky code with artificial limitations hardcoded by customer so it doesn't crash their database.
  • airza 4y ago
    It doesn’t really matter. The time to ask these questions was before signing a binding contract to purchase the company.
• michaelsshaw 4y ago
  Just another example of Elon Musk committing to doing something crazy to generate headlines then not following through with it. Not sure when people are going to realize this guy's a total fraud.
• umpalumpaaa 4y ago
  I never understood the spam accounts argument… One of musks main things he wanted to do with Twitter was to fight those spam/bot accounts. He thinks getting rid of them is good for Twitter. If there are more bots than estimated Twitter will get even better than anticipated. If there are less bots than estimated this means the user base is more healthy than assume / one problem you don’t have to solve. Each scenario is neither clearly good nor bad for a potential buyer.
• buzzwords 4y ago
  Is there anyway for Elon to prove there are more bots than Twitter claims? If so, would twitter then be sued by the sec?
• yodegge 4y ago
  Nobody should be forced to buy something they don't want to. > BUT HE AGREED BEFORE! He changed his mind after Twitter didn't provide the information they said they would. > BUT HE HAS TO BUY IT NOW! No, he doesn't have to, people can revoke buying offers. I'm afraid to ask your views on sexual consent.
  • EdSchouten 4y ago
    At the cost of a financial penalty. Try buying a house, but changing your mind right before going to a notary. At least here in the Netherlands congrats typically state you’ll have to pay 10%. The agreement that Elon apparently had with Twitter included similar clauses.
• jhugo 4y ago
  The bot thing is obviously a pretext but I wouldn't be surprised if all the major social networks lie about what proportion of their active users are synthetic. In my experience, running ads on both Twitter and Facebook tends to drive an absurdly large amount of suspicious traffic if you don't very tightly target them. 5% seems unbelivably low just based on that experience and the experience of using Twitter in general.