![]() Musk and his financial advisors at Morgan Stanley have been requesting critical information from Twitter as far back as May 9, 2022-and repeatedly since then-on the relationship between Twitter’s disclosed mDAU figures and the prevalence of false or spam accounts on the platform. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Twitter has failed or refused to provide this information. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business. This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the Merger Agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk has sought the data and information necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform” (our letter to you dated (the “May 25 Letter”)). ![]() ![]() Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations. Musk and his advisors all data and information that Mr. While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement). Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. dated as of Ap(the “Merger Agreement”) and (ii) our letter to you dated as of J(the “June 6 Letter”). We refer to (i) the Agreement and Plan of Merger by and among X Holdings I, Inc., X Holdings II, Inc. Here is the letter sent from Musk's law firm, Skadden Arps, to Twitter's general counsel, Vijaya Gadde. Of course, none of that will stick as Elon waived all rights to rework the deal when he signed the purchase agreement on April 25, and now it will be up to either i) a judge to impose the original deal, an outcome which will likely take place after several years of lawsuits or ii) to renegotiate the purchase price lower. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect." Late on Friday, Elon Musk decided to resolve the debate by effectively breaching his contract signed three months ago, and making a Delaware lawsuit inevitable, by announcing in a 13D filing that he is terminating his Twitter merger agreement, and claiming that "Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Many were wondering how the Musk-Twitter takeover saga ends, or rather, who will be the first to sue. > "By tweeting about the terrible TWTR deal I have destroyed TWTR, allowing me to walk away from the deal" "Musk is examining the company’s recent financial performance and revised outlook, and is considering whether the company’s declining business prospects constitute a MAC" Musk raised as a concern about the deal almost three weeks after he signed it. Musk’s lawyer cited concerns over Twitter’s estimates about how many of its daily users are fake or spam accounts as an issue M r. Deal clashes often end in negotiated settlements that can include a price cut or one-time payments. Musk will be able to walk away from the deal entirely, as Twitter is expected to challenge his legal arguments. In recent weeks the company said that it had been sharing information with Musk in order to consummate the deal as laid out in the merger agreement, and reiterated their intention to close the transaction and enforce the agreement, the Wall Street Journal reports.
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