Elon Musk terminates multibillion-dollar Twitter deal

Tesla chief executive officer Elon Musk said he was terminating his $US44 billion ($64 billion) deal to take over Twitter, citing material breach of multiple provisions of the agreement.

Tesla CEO Elon Musk.Credit: AP

Shares of Twitter fell 6 per cent in extended trading.

The announcement brings to an end a will-he-won’t-he saga after the world’s richest person clinched the deal in April but then put the buyout on hold until the social media company proved that spam bots accounted for fewer than 5 per cent of its total users.

The Tesla CEO sent a letter to Twitter’s board saying he was terminating the acquisition.

Twitter could have pushed for a $US1 billion ($1.45 billion) break-up fee that Musk agreed to pay under these circumstances. Instead, it looks ready to fight to complete the purchase, which its board has approved and CEO Parag Agrawal has insisted he wants to consummate.

In the letter, Musk lawyer Mike Ringler complained that his client had for nearly two months sought data to judge the prevalence of “fake or spam” accounts on the social media platform.

“Twitter has failed or refused to provide this information. Sometimes Twitter has ignored Mr Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr Musk incomplete or unusable information,” the letter said.

Musk also said the information was fundamental to company’s business and financial performance, and was needed to finish the transaction.

In response, the chair of Twitter’s board, Bret Taylor, tweeted that the board was “committed to closing the transaction on the price and terms agreed upon” with Musk and “plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery.”

The trial court in Delaware frequently handles business disputes among the many corporations, including Twitter, that are incorporated there.

The possible unravelling of the deal is just the latest twist in a saga between the world’s richest man and one of the most influential social media platforms. Much of the drama has played out on Twitter, with Musk — who has more than 95 million followers — lamenting that the company was failing to live up to its potential as a platform for free speech.

On Friday, shares of Twitter fell 5 per cent to $US36.81, ($53.61) well below the $US54.20 ($78.92) that Musk had offered to pay. Shares of Tesla, meanwhile, climbed 2.5 per cent to $US752.29 ($1095.40).

In a letter to the Securities and Exchange Commission, Musk said Twitter has “not complied with its contractual obligations” surrounding the deal, namely giving Musk enough information to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.”

Musk’s flirtation with buying Twitter appeared to begin in late March. That’s when Twitter has said he contacted members of its board — including co-founder Jack Dorsey — and told them he was buying up shares of the company and interested in either joining the board, taking Twitter private or starting a competitor. Then, on April 4, he revealed in a regulatory filing that he had become the company’s largest shareholder after acquiring a 9 per cent stake worth about $US3 billion ($4.37b).

At first, Twitter offered Musk a seat on its board. But six days later, Twitter CEO Parag Agrawal tweeted that Musk will not be joining the board after all. His bid to buy the company came together quickly after that.

Musk had agreed to buy Twitter for $US54.20 ($78.95) per share, inserting a “420” marijuana reference into his offer price. He sold roughly $US8.5 billion ($12.38b) worth of shares in Tesla to help fund the purchase, then strengthened his commitments of more than $US7 billion ($10.2b) from a diverse group of investors including Silicon Valley heavy hitters like Oracle co-founder Larry Ellison.

Inside Twitter, Musk’s offer was met with confusion and falling morale, especially after Musk publicly criticised one of Twitter’s top lawyers involved in content-moderation decisions.

As Twitter executives prepared for the deal to move forward, the company instituted a hiring freeze, halted discretionary spending and fired two top managers. The San Francisco company has also been laying off staff, most recently part of its talent acquisition team.

Reuters, AP

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