A new filing with the Securities and Exchange Commission revealed private details about the Twitter board's early discussions with Elon Musk when he decided to take part in the company's board until he changed his plan and offered to buy the company instead.
Timeline of Conversations: March 26 - April 9
The filing on Tuesday, which was first reported by CNBC, detailed the timeline of conversations from Twitter's perspective until the acquisition deal was brought up.
It was on March 26 when the Tesla CEO talked to former CEO Jack Dorsey to discuss "the future of social media." He also reached out to Egon Durban during that day to talk about the possibility of Musk becoming a board member.
The next day, the billionaire conversed with Twitter's CEO Parag Agrawal and board Chair Bret Taylor regarding his interest in the app, revealing that he wanted to join the board, and make Twitter private or start a competitor.
In early April, meetings were eventually conducted between board members, Musk, and lawyers and bankers to reach an agreement on the Tesla exec's inclusion on the board, including background checks and several customary procedures.
The filing also noted that by April 4, Musk talked to Dorsey about his insights on Twitter. The latter told Musk that Twitter would be better off to focus on its execution as a private company. Musk raised the prospect of Dorsey joining the board despite his plan to leave, but to no avail he was resolute on leaving so he declined.
After that discussion, the board has already fulfilled Musk's background check and his inclusion in the board was set to take effect on April 9. Meanwhile, Musk and Agrawal continued their talks on Twitter's business and products as he is set to take part in the board.
But things took an interesting and unexpected turn before April 9 when Musk suddenly changed his mind and told Taylor and Agrawal that he will not be joining the board but instead he offered to acquire the ownership of Twitter and turn it into a private company.
The Turning Point
His decision ultimately became the turning point, since he said that his offer to buy Twitter at $54.20 per share is his "best and final" offer. The board eventually adopted a shareholder rights plan to avert the possibility of Musk's hostile takeover.
However, Musk was able to smooth things out when he appealed to shareholders directly in a takeover, which influenced the Twitter board's decision whether they should accept his initial offer.
According to the filing, the company's board said in the deliberations that Twitter has had historical challenges in growing the business and that there might be no potential acquirers who would buy Twitter in terms of "regulation, financial, and execution risks."
In the end, they said that Musk's offer was "the best value that Twitter could reasonably obtain" from the billionaire.
Twitter's board eventually heeded to Musk's offer of buying the company for $44 billion, but as of now, the billionaire said the deal is on hold since he is still studying the amount of spam and bot accounts on the social app.
But ever since Musk made the offer, Twitter's stock has been falling down, miring the prospect of more investments once he takes over the app. Musk even said in an event that he could renegotiate the acquisition at a lower price.
Read also: Elon Musk Violates Twitter's NDA, Says the Company: What's Next for the Acquisition Deal?
This article is owned by Tech Times
Written by Joaquin Victor Tacla
