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Published: May 14, 2022
"Elon Musk" tweeted on Friday that his $44 billion cash deal for "Twitter Inc" was "temporarily on hold" while awaiting data on the percentage of its fake accounts.
Twitter shares initially fell more than 20% in pre-market trading, but after Musk, CEO of electric car maker Tesla, sent a second tweet saying he remains committed to the deal.
The shares dropped 9.6% to $40.71 in Friday trading, a steep discount to the $54.20 acquisition price per share.
Musk, the richest person in the world, decided to waive due diligence when he agreed to buy Twitter on April 25, in an attempt to pressure the San Francisco-based company to accept the "best and final offer".
That could make it difficult for him to argue that Twitter misled him in some way. Since Musk signed his Twitter acquisition deal, tech stocks have fallen amid investor concerns about inflation and a potential economic slowdown.
The gap between the offer price and Twitter’s stock value has widened in recent days, indicating less than a 50% chance of completion, as investors expect the economic contraction to push Musk to walk away or seek a lower price.
Musk's deal is pending until he receives the final report from the company about the total fake accounts.
CEO "Parag Agrawal" also expressed his agreement, tweeting: "While I expect the deal to close, we need to be prepared for all scenarios."
Agrawal announced leadership changes and a hiring freeze on Thursday. Real or fake? Spam or fake accounts are designed to manipulate or artificially inflate activity on services like Twitter.
Some create the impression that something or someone is more popular than they really are. Musk tweeted a Reuters story ten days ago citing fake account figures.
Twitter said the numbers were estimates and the actual count may be higher; the estimated number of spam accounts on the microblogging site has remained steady at less than 5% since 2013, according to Twitter regulatory filings, causing some analysts to wonder why Musk raised it now.
"This metric has stuck at 5%," said Susannah Streeter, an analyst at Hargreaves Lansdown, "It’s clear he would have already been watching it... so price reduction could be part of a price-cutting strategy."
Musk’s representatives did not immediately respond to Reuters requests for comment. Tesla shares rose 5% on Friday.
The stock has lost about a quarter of its value since Musk revealed a stake in Twitter on April 4, amid concerns that he would be distracted as Tesla CEO and might have to sell more Tesla shares to finance the deal.
There is plenty of precedent for potential price renegotiation following market downturns. Many companies repriced agreed acquisitions when the COVID-19 pandemic broke out in 2020 and caused a global economic shock.
For example, French retailer "LVMH" threatened to walk away from a deal with "Tiffany & Co".
The US jewelry retailer agreed to a $425 million price reduction to $15.8 billion.
Acquirers seeking a way out sometimes invoke "material adverse effect" clauses in merger agreements, arguing that the target company has been significantly harmed. But the language in Twitter's deal agreement, as in many recent mergers, does not allow Musk to back out due to a deteriorated business environment, such as reduced advertising demand or falling Twitter stock.
Musk is contractually committed to pay Twitter a $1 billion breakup fee if he does not complete the deal, but the contract also contains a "specific performance" clause that a judge can cite to force Musk to complete the acquisition.
In practice, acquirers who lose certain performance conditions are not forced to complete the acquisition and usually negotiate a cash settlement with their targets.
"Beat the bots," Musk said that if he buys Twitter, he will "beat spam bots or die trying" and blamed the company's reliance on advertising for allowing spam bots to proliferate.
He also criticized Twitter’s moderation policy and said he wants Twitter's algorithm to prioritize tweets to be public. Earlier this week, Musk said he would lift the ban Twitter imposed on former US President Donald Trump when he buys the social media platform.
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