July 11, 20224 yr 12 minutes ago, Mike030270 said: Wasn't the offer he gave them considerably low? I remember when this first started that people were saying he lowballed twitter which surprised a lot because twitter accepted it Unless I'm misremembering things It was, and then the NASDAQ dropped over 30% from its high at the beginning of the year through June 16 (20% from when he bid on 4/14 through 6/16 low). Social media stocks were disproportionately crushed -- META dropped 52% from the beginning of the year and 23.5% from 4/14.
July 11, 20224 yr 55 minutes ago, Mike030270 said: Wasn't the offer he gave them considerably low? I remember when this first started that people were saying he lowballed twitter which surprised a lot because twitter accepted it Unless I'm misremembering things News of him buying a ton of shares broke in early April when the share price was just shy of $40. The price jumped to almost $50 overnight on the back of that news, and was in the high 40's when he tendered an offer of $54 per share later that month which was less than a 20% premium on the then current share price. The board actually agreed to it, which was surprising, but then the market conditions quickly swung, and the tech sector in general got a haircut, so now that $54 offer looks god awful in hind sight.
July 11, 20224 yr 27 minutes ago, DrPhilly said: Get on there and tell us what it looks like over there. We need a spy on the inside. I’m asking because I want people to follow over there, not because I want to do reconnaissance for you.
July 11, 20224 yr 41 minutes ago, Mike030270 said: It wouldn't surprise me if the only people on there from the emb are people who don't like Trump If it’s just people who are banned from Twitter posting there it actually might be kind of fun. Like when banned EMB posters used that board that wholesale Phil created.
July 11, 20224 yr 59 minutes ago, Dave Moss said: I’m asking because I want people to follow over there, not because I want to do reconnaissance for you. You fail us again Dave. When are you going to take out New Zuker? You've been in NC now for a bunch of years.
July 11, 20224 yr 6 hours ago, we_gotta_believe said: Never give up hope, trumpbot! The night is darkest just before dawn! Hope for what? Do you Musk hasn't thought this one out?
July 11, 20224 yr 5 hours ago, vikas83 said: That's stupid on so many levels, but to be clear -- the DE Chancery Court can't pick a lower price. They can basically issue only 3 rulings: (i) Musk has to close at $54.20, (ii) Musk can walk but must pay the $1bn break-up fee or (iii) Musk can walk scott free. The court can't change terms or award punitive damages. Musk made a mistake by not claiming that he is walking due to an inability to secure debt financing. That would get him out of the specific performance clause. He is now on record saying it is due to the bots number and the reps (namely the SEC docs) being untrue. Given the qualification in the 10-K, he's not a real uphill fight. Correct, but if in fact Musk knows something we don't, and that there will be extremely damaging information to Twitter that would come out during discovery, there could be a basis of settlement. None of us really knows the inside facts regarding Twitter and whether there is any information that the board needs to hide.
July 11, 20224 yr 8 minutes ago, Procus said: Hope for what? Do you Musk hasn't thought this one out? "He planned for this!"
July 11, 20224 yr 8 minutes ago, Procus said: Correct, but if in fact Musk knows something we don't, and that there will be extremely damaging information to Twitter that would come out during discovery, there could be a basis of settlement. None of us really knows the inside facts regarding Twitter and whether there is any information that the board needs to hide.
July 11, 20224 yr 19 minutes ago, Procus said: Hope for what? Do you Musk hasn't thought this one out? None of us have any idea. Please, describe his plan in detail.
July 11, 20224 yr Just now, Boogyman said: None of us have any idea. Please, describe his plan in detail. An intelligent person would understand that if we don't know the details, we couldn't describe them. But I'd expect a comment like this from you.
July 11, 20224 yr 9 minutes ago, we_gotta_believe said: You're really laughing at Musk on this one. Apparently you are smarter than him.
July 11, 20224 yr If this was just a guy trying to get out of a bad deal then I think we’d be somewhat sympathetic. But with all the hoopla about Musk saving Twitter, this situation became easy fodder instead.
July 11, 20224 yr 14 minutes ago, Procus said: You're really laughing at Musk on this one. Apparently you are smarter than him. More so laughing at you for thinking Musk has some sort of ace up his sleeve, but yeah Musk also comes out of this looking like a gigantic idiot.
July 11, 20224 yr 20 minutes ago, Procus said: An intelligent person would understand that if we don't know the details, we couldn't describe them. But I'd expect a comment like this from you. Ahhh so you were just throwing stuff against the wall and trying to act like you know what's going on. Very on brand.
July 12, 20224 yr https://www.foxbusiness.com/politics/elon-musk-trump-criticism-age-presidency After Trump publicly criticized Musk — calling him a "bulls--- artist" — at a rally in Anchorage, Alaska. Musk tweeted that he thinks it's time for Trump to "hang up his hat & sail into the sunset."
July 12, 20224 yr 16 minutes ago, Boogyman said: https://www.foxbusiness.com/politics/elon-musk-trump-criticism-age-presidency After Trump publicly criticized Musk — calling him a "bulls--- artist" — at a rally in Anchorage, Alaska. Musk tweeted that he thinks it's time for Trump to "hang up his hat & sail into the sunset." trump calling someone else a BS artist. holy F'ng sheet. that's comedy gold right there.
July 12, 20224 yr 26 minutes ago, Paul852 said: It's nice to watch them eat their own (since Musk is a Republican apparently) Musk is whatever is convenient for him to be at the moment.
July 13, 20224 yr Chancery Court Complaint filed. Haven’t read it yet, but apparently there are some amazing lines about Musk’s insanity. https://www.wlrk.com/docs/76660099_Final-Verified-Complaint.pdf
July 13, 20224 yr 1 hour ago, vikas83 said: Chancery Court Complaint filed. Haven’t read it yet, but apparently there are some amazing lines about Musk’s insanity. https://www.wlrk.com/docs/76660099_Final-Verified-Complaint.pdf Interesting read - thx for posting
July 13, 20224 yr Obviously, this is TWTR's filing, but the fact pattern is HORRIBLE for Musk. 1. Musk said publicly that the deal had no financing or business due diligence contingency: Quote At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments . . . and is no longer subject to business due diligence. 2. Musk is the one who sent the intial draft of the merger agreement, which he touted as "Seller Friendly" Quote He delivered a letter to the board repeating that his $54.20 per share offer was "best and final,” threatening once more to sell all of his shares if his bid were rejected, and saying he would propose a "seller friendly” merger agreement to be signed before the market opened the next day. Musk’s counsel sent over a draft agreement, reiterated that Musk’s offer was not contingent on any -12- due diligence, and underscored that the form of the proposed agreement was "intended to make this easy on all to get to a deal asap.” 3. The MA was negotiated to make it even more seller friendly and include a specific performance clause. Quote The agreement was negotiated through the night and, in the process, became even more seller-friendly. Among the provisions not contained in Musk’s proposal but included at Twitter’s insistence were an undertaking by defendants, including Musk, to "take or cause to be taken . . . all actions and to do, or cause to be done, all things necessary, proper or advisable” to obtain the financing (already committed) to consummate the transaction, Ex. 1 § 6.10(a); a clear disclaimer of any financing condition to closing, id. § 6.10(f); and a right on Twitter’s part to request and promptly receive updates from Musk about his progress in obtaining financing, id. § 6.10(d). These provisions ensured that financing would be no obstacle to closing and that the company would have the right to stay informed of Musk’s progress in arranging his financing. Finally, and critically, Twitter negotiated for itself a robust right to demand specific performance of the agreement’s terms that encompassed the right to compel defendants to close the deal, and ensured that Musk personally was bound by that provision (among others). Id. § 9.9(a)-(b), Preamble. 4. TWTR specifically retained the right to hire and fire employees (remember, the loss of employees is one of the reasons Musk claims to have right to walk). Quote Twitter also negotiated for itself a right to hire and fire employees at all levels, including executives, without having to seek Musk’s consent. Musk’s initial draft of the merger agreement would have deemed the hiring and firing of an employee at the level of vice president or above a presumptive violation of the ordinary course covenant absent Musk’s consent. Twitter successfully struck that provision before signing. 5. TWTR's responsibility to share info was really limited to getting debt financing, which hasn't been pulled. Quote Twitter is required to use its "commercially reasonable best efforts” to assist defendants with arranging financing, but that obligation is qualified: Twitter need not "prepare or provide any financial statements or other financial information” other than the financial information provided to the SEC, nor provide any "other information that is not available to the Company without undue effort or expense.” Id. § 6.11(a). Moreover, Twitter’s obligations under Section 6.11 are its "sole obligation . . . with respect to cooperation in connection with the arrangement of any financing,” and Twitter may be considered to have breached the provision only if a failure by Parent to obtain the committed debt financing is "due solely to a deliberate action or omission taken or omitted to be taken by the Company in material breach of its obligations.” 6. They also have to give info for reasonable requests regarding closing. Quote Subject to certain conditions, including entry into a confidentiality agreement, Twitter must provide Parent and its advisors with "reasonable access” to information about its "business, properties and personnel” as defendants "reasonably” request. Id. § 6.4. The information requested must be for a "reasonable business purpose related to the consummation of the transactions contemplated by this Agreement.”
Create an account or sign in to comment