By TOM KRISHER, MATT O’BRIEN, RANDALL CHASE and BARBARA ORTUTAY
The tumultuous saga of Elon Musk’s on-again off-again buy of Twitter took a flip towards a conclusion Tuesday after the mercurial Tesla CEO proposed to purchase the corporate on the initially agreed-on worth of $44 billion.
Musk made the shocking turnaround not on Twitter, as has been his customized, however in a letter to Twitter that the corporate disclosed in a submitting Tuesday with the U.S. Securities and Exchange Commission. It got here lower than two weeks earlier than a trial between the 2 events is scheduled to start out in Delaware.
In response, Twitter mentioned it intends to shut the transaction at $54.20 per share after receiving the letter from Musk. But the corporate stopped wanting saying it’s dropping its lawsuit in opposition to the billionaire Tesla CEO. Experts mentioned that is smart given the contentious relationship and lack of belief between the 2 events.
“I don’t think Twitter will give up its trial date on just Musk’s word — it’s going to need more certainty about closing,” mentioned Andrew Jennings, professor at Brooklyn Law School, noting that the corporate may be apprehensive about Musk’s proposal being a delay tactic. After all, he’s already tried to unsuccessfully postpone the trial twice.
Trading in Twitter’s inventory, which had been halted for a lot of the day pending launch of the information, resumed buying and selling late Tuesday and soared 22% to shut at $52.
Musk’s proposal is the newest twist in a high-profile saga involving the world’s richest man and one of the influential social media platforms. Much of the drama has performed out on Twitter itself, with Musk — who has greater than 100 million followers — lamenting that the corporate was failing to reside as much as its potential as a platform free of charge speech and had too many bots.
While some logistical and authorized hurdles stay, Musk may very well be accountable for Twitter in a matter of days — nonetheless lengthy it takes him and his co-investors to line up the money, mentioned Ann Lipton, an affiliate legislation professor at Tulane University.
A letter from Musk’s lawyer dated Monday and disclosed by Twitter in a securities submitting mentioned Musk would shut the merger signed in April, offered that the Delaware Chancery Court “enter an immediate stay” of Twitter’s lawsuit in opposition to him and adjourn the trial scheduled to start out Oct. 17.
Eric Talley, a legislation professor at Columbia University, mentioned he’s not stunned by Musk’s turnaround, particularly forward of a scheduled deposition of Musk by Twitter attorneys beginning Thursday that was “not going to be pleasant.”
“On the legal merits, his case didn’t look that strong,” Talley mentioned. “It kind of seemed like a pretty simple buyer’s remorse case.”
Attorneys for Musk didn’t reply to requests for remark Tuesday.
Musk has been attempting to again out of the deal for a number of months after signing on to purchase the San Francisco firm in April. Shareholders have already authorised the sale, and authorized specialists say Musk confronted an enormous problem to defend in opposition to Twitter’s lawsuit, which was filed in July.
Musk claimed that Twitter under-counted the variety of faux accounts on its platform, and Twitter sued when Musk introduced the deal was off.
Musk’s argument largely rested on the allegation that Twitter misrepresented the way it measures the magnitude of “spam bot” accounts which are ineffective to advertisers. Most authorized specialists consider he confronted an uphill battle to persuade Chancellor Kathaleen St. Jude McCormick, the courtroom’s head decide, that one thing modified because the April merger settlement that justifies terminating the deal.
Musk’s primary argument for terminating the deal – that Twitter was misrepresenting the way it measured its “spam bot” drawback – additionally didn’t look like going properly as Twitter had been working to select aside Musk’s makes an attempt to get third-party information scientists to bolster his considerations.
Neither Musk nor Twitter CEO Parag Agrawal have written something concerning the deal on Twitter, the place many developments within the dispute have been aired. Many of Musk’s tweets prior to now 24 hours have been a couple of divisive proposal to finish Russia’s invasion of Ukraine, drawing the ire of Ukrainian President Volodymyr Zelenskyy.
Even if the deal now goes by way of and not using a hitch, it’s too quickly to name a victory for Twitter, mentioned Jasmine Enberg, an analyst with Insider Intelligence.
“The deal will solve some of the short-term uncertainty at the company, but Twitter is essentially in the same place it was in April,” she mentioned. “There is still plenty of uncertainty around what Musk intends to do with Twitter, as well as the future of a company with a leader who has wavered in his commitment to buying it. And if we’ve learned anything from this saga, it’s that Musk is unpredictable and that it isn’t over yet.”
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Marcy Gordon in Washington contributed to this report.
Source: www.bostonherald.com”