With the $44 billion Twitter deal still left on hold, its potential buyer, Elon Musk, relays various woes on his potential acquisition. The Tesla executive weighed concerns in a reply Tweet to Teslarati posted around 3:30 AM EST, claiming Twitter's underlying problem with mass spambots infecting the media site and the CEO's continued insistence that it has less than 5%. Musk himself says:
"20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher. My offer was based on Twitter's SEC filings being accurate. Yesterday, Twitter's CEO publicly refused to show proof of <5%. This deal cannot move forward until he does."
20% fake/spam accounts, while 4 times what Twitter claims, could be *much* higher.
— Elon Musk (@elonmusk) May 17, 2022
My offer was based on Twitter’s SEC filings being accurate.
Yesterday, Twitter’s CEO publicly refused to show proof of <5%.
This deal cannot move forward until he does.
Despite contingencies within the deal, Musk has remained quite vocal on the Twitter deal and the social media site's many executives, main among them being its CEO Parag Agrawal, as well as its board of directors. In a recent Tweet headed by Musk to Agrawal, the executive merely sent a poop emoji as voice enough for his many concerns surrounding the deal, which in his mind (as well as many others) may be far too overvalued, especially given over 20% of users being potential spam.
Musk's antics on social media have been likened to a myriad of different adjectives, most prominently being "noise," and "bullying." Still, his stance has not been swayed and is proof enough in his objective, which many points to potentially attempting to lower Twitter's stock price, which now sits at around $37.58, nowhere near Musk's own $54.20 a share valuation.
Related Article: Elon Musk Violates Twitter's NDA, Says the Company: What's Next for the Acquisition Deal?
It's also important to remember Musk's haste in acquiring the media site, waiving his right to investigate and perform any due diligence in the agreement itself. Thus, Musk's current claims are based on either financial incentive, which is most likely or a mere PR stunt to drop the stock a bit. If he does concede and outright cancels the deal, that's a $1 billion fee alone just for the agreement's sake - that is, if he can't find a real legal way to get it terminated.
According to Bloomberg, Twitter still holds true and is "committed to completing the transaction on the agreed price and terms as promptly as practicable." This makes sense, as the board is probably quite hasty in getting that record split as shares drop and more spotlights hit the company in negative ways. Twitter has likewise even filed a SEC Form 14A, or a preliminary proxy statement, which essentially discloses all necessary information for a shareholder vote.
The document reads:
"The Twitter Board unanimously recommends that you vote: (1) "FOR" the adoption of the merger agreement; (2) "FOR" the compensation that will or may become payable by Twitter to our named executive officers in connection with the merger; and (3) "FOR" the adjournment of the special meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting."
Twitter's preliminary proxy statement also discloses various conditions on the potential termination of the deal, citing mutual agreement via both parties, as well as individual termination if the agreement has not been finalized by October 24, 2022. There is also the potential that shareholders don't go along with it, though the likelihood seems rather far-fetched given the extraordinary amount of cash flow the existing agreement presents.
