Elon Musk Threatens to End Twitter Deal Without Information on Spam Accounts

In a crisp, six-paragraph letter to Twitter on Monday, legal professionals for Elon Musk, the world’s richest man, made his displeasure identified.

Twitter was “actively resisting and thwarting” Mr. Musk’s rights whereas he was finishing a $44 billion deal to purchase the social media service, the legal professionals wrote. The corporate was “refusing Mr. Musk’s knowledge requests” to reveal the variety of pretend accounts on its platform, they stated. That amounted to a “clear materials breach” of the deal, the legal professionals continued, giving Mr. Musk the appropriate to interrupt off the settlement.

The letter, which was delivered to Twitter and filed with the Securities and Change Fee, escalated Mr. Musk’s marketing campaign to terminate the blockbuster acquisition. After hanging a deal to purchase Twitter in April, Mr. Musk, 50, has repeatedly recommended that he could wish to scrap the acquisition. Monday’s letter featured essentially the most direct phrases but about his need to tug out and crystallized his authorized argument for doing so.

It added one other diploma of uncertainty as to whether Mr. Musk would full the deal, despite the fact that he had waived his rights to do due diligence on Twitter when he purchased it. The letter additionally raised the prospect of a contentious authorized battle if one or the opposite aspect took the matter to courtroom. If Mr. Musk pursued that route, the phrases of the deal give Twitter the appropriate to sue him to power a completion of the acquisition, if his debt financing for the acquisition stays intact.

The letter additionally provoked some eye-rolling. Mr. Musk, who leads the electrical carmaker Tesla and the rocket firm SpaceX, is famously mercurial and has usually winged his wheeling and dealing, making his newest gambit not totally surprising.

“It is a transfer Twitter buyers have for weeks been steeling themselves for, the second when Elon Musk’s haphazard ruminations in tweets have been distilled into an official letter to regulators,” wrote Susannah Streeter, a senior funding and markets analyst at Hargreaves Lansdown. “The takeover was all the time destined to be a bumpy trip.”

Twitter stated the sale to Mr. Musk remained on target. “We intend to shut the transaction and implement the merger settlement on the agreed worth and phrases,” a spokesman stated, including that the corporate “will proceed to cooperatively share data with Mr. Musk to consummate the transaction.”

Behind the scenes, Twitter has shared data with Mr. Musk for a few month with none breakdown in communication, an individual with information of the scenario stated, requesting anonymity as a result of the discussions have been confidential.

Sean Edgett, Twitter’s common counsel, additionally despatched an e-mail to workers on Monday morning reiterating the corporate’s dedication to closing the deal, in keeping with a duplicate of the memo, which was obtained by The New York Instances.

Twitter’s inventory fell 1.5 % on Monday to shut at $39.56, far under the $54.20 worth per share that Mr. Musk agreed to pay for the corporate.

Mr. Musk didn’t instantly reply to a request for remark.

Mr. Musk, who has complained about Twitter’s pretend accounts and bots for weeks, has appeared to get some traction on the problem with others. After Mr. Musk’s letter to Twitter grew to become public on Monday, Ken Paxton, the Texas lawyer common, stated he was opening an investigation into the corporate “for doubtlessly deceptive Texans on the variety of its ‘bot’ customers,” his workplace stated in an announcement.

Twitter declined to touch upon Mr. Paxton’s investigation.

When Mr. Musk agreed to purchase Twitter in April, he stated he needed to take the corporate non-public, permit extra free speech on the platform and enhance the service’s options. However within the weeks since, the inventory market has plunged over fears of inflation, the warfare in Ukraine and provide chain challenges.

The downturn has hit shares of corporations equivalent to Tesla, which is Mr. Musk’s predominant supply of wealth. The turmoil has additionally rattled credit score markets, doubtlessly making it more durable for banks to promote the debt that’s usually raised to finance a takeover. Analysts have speculated that these elements have given Mr. Musk purchaser’s regret about spending $44 billion on the social media firm.

In current weeks, Mr. Musk has threatened to place the Twitter deal “on maintain” over its variety of pretend accounts. Final month, he tweeted that “the deal can not transfer ahead” till Twitter reveals “proof” that these accounts make up lower than 5 % of its customers, as the corporate has repeatedly stated. He additionally made related remarks at a convention in Miami, indicating that he could also be attempting to put the groundwork to remodel the deal.

In doing so, Mr. Musk gave the impression to be constructing a case to argue that Twitter had skilled a “materials opposed change” that might considerably have an effect on its enterprise, which might permit him to interrupt off the deal. But authorized specialists have questioned the deserves of that argument, notably since Twitter has lengthy disclosed that pretend accounts signify about 5 % of its customers.

Mr. Musk’s letter on Monday, although, represented a brand new technique. Relatively than merely saying that the billionaire didn’t imagine Twitter’s numbers, his legal professionals stated within the letter that the corporate was breaching its obligations by not giving Mr. Musk the knowledge that he deemed necessary to the deal — on this case, the way it accounts for its variety of bots.

The legal professionals wrote that Mr. Musk had “repeatedly” requested extra details about how Twitter measured spam and pretend accounts on its platform and that he had “made it clear that he doesn’t imagine the corporate’s lax testing methodologies are satisfactory so he should conduct his personal evaluation.”

They stated Twitter’s cooperation was essential to safe the debt financing that banks have dedicated to fund the deal. Morgan Stanley and different lenders have dedicated $13 billion in debt to assist pay for Mr. Musk’s takeover. These commitments are ruled by the identical authorized contracts because the deal.

“What he’s really doing is a way more intelligent try to get out of the merger settlement,” stated Ann Lipton, a professor of company governance at Tulane Legislation College. “If Twitter have been actually stonewalling data requests, and people data requests have been crucial or affordable for Musk to have the ability to get his financing — which is what he’s claiming on this letter — then that might conceivably be a breach that enables Musk to stroll away.”

Twitter might, in flip, argue it doesn’t have the knowledge that Mr. Musk is demanding, or that it isn’t crucial for the deal to shut, she stated.

A deal is anticipated to shut by Oct. 24. If it doesn’t shut by then, both aspect can stroll away. If the transaction is delayed by regulatory approvals at the moment, Mr. Musk and Twitter would have one other six months to shut it. The deal features a $1 billion breakup price for either side, beneath sure circumstances.

In lots of respects, the settlement in any other case seems on observe. Final week, Twitter introduced it had obtained regulatory clearance from the Federal Commerce Fee to proceed with its sale.

On the financing entrance, Mr. Musk disclosed in a submitting final month that he had raised his private money dedication to the deal, canceling a deliberate mortgage in opposition to shares of Tesla. He additionally stated he was in talks with different Twitter shareholders, together with the corporate’s co-founder Jack Dorsey, about rolling their current shares into the corporate after it’s taken non-public.

For Twitter, finishing the deal is existential. The corporate has confronted difficulties delivering constant monetary outcomes and growing its numbers of customers.

Parag Agrawal, Twitter’s chief govt, final month lower the corporate’s discretionary spending and froze new hiring. Since taking up in November, he has shaken up the corporate’s prime ranks and has plans for extra adjustments. He has additionally requested workers to attempt to keep the course.

“I do know we’ve been going by way of a interval of uncertainty,” he stated at a current firm assembly. “We’re shifting our focus again to our work.”