Twitter Board 'Intends To Close The Transaction' With Musk Despite Spam Controversy

Twitter’s board says it plans to enforce its $44 billion buyout deal with Elon Musk, who has spent the last week making the case that the number of ‘fake/spam’ accounts is much higher than the 5% claimed by the company.

“We intend to close the transaction and enforce the merger agreement,” the board told Bloomberg Tuesday afternoon, noting that they voted earlier to unanimously approve Musk’s offer at $54.20 per share.

The proposed takeover includes a $1 billion breakup fee for each party, which Musk will have to pay if the deal falls apart due to financing issues. But Musk can’t just walk away by paying the charge.

The merger agreement includes a specific performance provision that allows Twitter to force Musk to consummate the deal, according to the filing. That could mean that, should the deal end up in court, Twitter might secure an order obligating Musk to complete the merger rather than winning monetary compensation for any violations of it. -Bloomberg

Earlier in the week, Musk said the deal was “on hold” until he gets to the bottom of how many spam bots are on the platform – suggesting at a Miami tech conference that renegotiating a lower price wouldn’t be “out of the question.”

“My offer was based on Twitter’s SEC filings being accurate,” Musk tweeted on Tuesday. adding, “this deal cannot move forward until he does.”

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.

— Elon Musk (@elonmusk) May 17, 2022

Musk’s tweet came after Twitter CEO Parag Agrawal posted a lengthy thread about the company’s bot methodology which boiled down to ‘it’s 5% or less, and we can’t show you how we know.’

Musk replied with a poop emoji, followed by a tweet that asked: “So how do advertisers know what they’re getting for their money?”

So how do advertisers know what they’re getting for their money? This is fundamental to the financial health of Twitter.

— Elon Musk (@elonmusk) May 16, 2022

Meanwhile, Twitter filed a preliminary proxy statement with the SEC that said it’s “committed to completing the transaction on the agreed price [$54.20 per share in cash] and terms as promptly as practicable.”