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Elon Musk formally moves to terminate Twitter’s $44 billion acquisition

Credit: Kevin Krejci/Flickr CC BY 2.0

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In a recent filing with the U.S. Securities and Exchange Commission (SEC), Tesla CEO Elon Musk formally moved to terminate his acquisition attempt of social media platform Twitter. Musk and the Twitter board had agreed to a buyout at $54.20 per share, or $44 billion.

In a letter, Musk’s legal team stated that despite the Tesla CEO’s requests for critical data on the social media platform’s users, Twitter had been uncooperative. Skadden Arps attorney Mike Ringler wrote that “Twitter has not complied with its contractual obligations.”

Musk had demanded more data from Twitter after the social media company noted in an SEC filing that less than 5% of its users are fake accounts. Musk has noted that he believes Twitter’s estimates are grossly inaccurate.

“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 lawyer wrote.

“Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests,” Ringler added.

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The lawyer added that while Twitter did eventually provide Musk with some information, the information was limited and came with strings attached.

“While Twitter has provided some information, that information has come with strings attached, use limitations or other artificial formatting features, which has rendered some of the information minimally useful to Mr. Musk and his advisors. For example, when Twitter finally provided access to the eight developer “APIs” first explicitly requested by Mr. Musk in the May 25 Letter, those APIs contained a rate limit lower than what Twitter provides to its largest enterprise customers,” he wrote.

Ringler also noted that Twitter had breached its merger agreement with Musk because of “materially inaccurate representations.” This is reportedly based on Musk’s own preliminary review of spam accounts on Twitter. The social media company, for its part, has maintained that it’s not possible to calculate spam accounts from solely public information.

“While this analysis remains ongoing, all indications suggest that several of Twitter’s public disclosures regarding its mDAUs are either false or materially misleading. Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction,” Ringler wrote.

In response to Musk’s filing, Twitter Board Chairman Bret Taylor has stated that Twitter is still committed to closing the deal with the Tesla CEO. Taylor also made it a point that Twitter is looking to close Musk’s acquisition at the agreed-upon price of $44 billion.

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“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery,” Taylor wrote.

Musk’s filing can be viewed below.

Elon Twitter Acquisition Termination by Simon Alvarez on Scribd

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Simon is an experienced automotive reporter with a passion for electric cars and clean energy. Fascinated by the world envisioned by Elon Musk, he hopes to make it to Mars (at least as a tourist) someday. For stories or tips--or even to just say a simple hello--send a message to his email, simon@teslarati.com or his handle on X, @ResidentSponge.

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Tesla snags Lamborghini alum to help in newly entered market

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Credit: Tesla

Tesla has snagged a Lamborghini alum to help with its entrance into a new market, which has proven to be an intricate situation for the automaker.

A report from Bloomberg states that Tesla has hired Sharad Agarwal, who was formerly employed by the Italian luxury carmaker, to run its operations in India. With Lamborghini, he was employed to handle operations in India.

Tesla launches in India with Model Y, showing pricing will be biggest challenge

Tesla has gone through quite a few different team members with its launch in India, starting with a few hirings a few years ago, well before the company actually committed to selling cars in the country.

The move helps Tesla streamline its executive decision-making process, as it previously had employees in India reach out to managers based in China, among other areas. Agarwal will be stationed in India and will handle the company’s operations.

Tesla’s mentality behind the strategy is to have local leadership, something that seems to cater to the market specifically.

Tesla had previously put Isabel Fan, the manager of Southeast Asia for the company, in the position. However, Tesla seemed to want someone who was more permanent and would be dedicated to India exclusively.

India has the largest population on Earth and has a massive automotive market for that reason. Tesla stands to gain a lot from a strong performance in India, and its clean energy vehicles could help with pollution of all kinds in the region.

Tesla’s path to entrance in the Indian market was a long one, as the company tried for nearly ten years to get into the elusive region. Back in 2016, CEO Elon Musk said Tesla “would love to be in India,” teasing the Model 3.

By 2017, Tesla had met with officials from the country, but tried to get import duties down to nothing from 100 percent.

Indian authorities denied Tesla’s request.

For years, Musk met with Prime Minister Narendra Modi to try and iron out a deal of some sort. Nothing truly came to fruition, at least until last year, when real movement started.

By 2024, India had introduced a strategy to reduce import duties for some companies, which was enough for Tesla to make a move. It is now 2025, and the company still has not committed to building a factory in the region. However, it is not completely out of the question.

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Tesla Sentry Mode helps lock up drive-by shooting suspect in Seattle

“A nearby Tesla actually captured the video that showed a man crouched behind a vehicle firing gunshots. A lot of vehicles record, and officers know that Teslas, especially, record, so we use that video all the time in these instances.”

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(Credit: Tesla)

Police in Seattle, Washington, are crediting Tesla’s well-known Sentry Mode for helping find a suspect in a drive-by shooting case.

A 21-year-old was arrested for an alleged drive-by shooting in the Pioneer Square neighborhood of Seattle this past Sunday, and the leads on the case seemed to be slim.

However, a Tesla parked nearby was able to record the shooting, as well as the car that the suspect hopped in after the crime occurred. It helped police identify the person they were looking for.

Seattle Police Department Detective Brian Pritchard said to MyNorthwest that the Tesla was a critical part of finding the suspect and placing him under arrest:

“A nearby Tesla actually captured the video that showed a man crouched behind a vehicle firing gunshots. A lot of vehicles record, and officers know that Teslas, especially, record, so we use that video all the time in these instances.”

The Tesla footage helped the Police put the suspect into handcuffs about an hour after the crime was committed. They are currently charged with drive-by shooting and unlawful possession of a firearm.

Tesla Sentry Mode is a security feature the vehicle utilizes to help solve crimes like vandalism, but it is also a cool feature that has caught things like accidents and other incidents on camera.

Many people still do not know about it, including the many vandals who keyed or broke the windows of Teslas earlier this year, as people damaged others’ cars in an act of retaliation against CEO Elon Musk when he became involved in politics.

This is far from the first time Sentry Mode has helped Police Departments solve crimes. Last September, we reported on Oakland’s Police Department in California using Teslas near crime scenes to help solve cases.

Tesla Sentry Mode is Oakland PD’s secret weapon against rising crime

Sergeant Ben Therriault, president of the Richmond Police Officers Association, said, “We have all these mobile video devices floating around,” in reference to the Teslas that sit and capture nearly everything that surrounds them.

Sentry Mode has helped officers arrest a variety of suspects, including several people who were allegedly involved in the murder of a 27-year-old woman in Northern California.

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UPDATE: Tesla investors push Charles Schwab for Musk comp plan clarification

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Tesla CEO Elon Musk unveils futuristic Cybertruck in Los Angeles, Nov. 21, 2019 (Photo: Teslarati)

Update: 4:00 p.m. EDT – Charles Schwab has reached out to TESLARATI with the following statement, clarifying that it plans to vote FOR Musk’s compensation package:

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved.”
There have also been updates to the headline and various paragraphs to reflect this as well as accuracy.

Tesla investors are pushing Charles Schwab for clarification after it was expected to vote against CEO Elon Musk’s pay package.

Several high-profile Tesla influencers are speaking out against Charles Schwab, saying its decision to vote against the plan that would retain Musk as CEO and give him potentially more voting power if he can achieve the tranches set by the company’s Board of Directors.

The Tesla community appeared to see that Schwab is one firm that tends to vote against Musk’s compensation plans, as they also voted against the CEO’s 2018 pay package, which was passed by shareholders but then denied by a Delaware Chancery Court.

Schwab’s move was recognized by investors within the Tesla community and now they are speaking out about it:

At least six of Charles Schwab’s ETFs were expected to vote against Tesla’s Board recommendation to support the compensation plan for Musk. The six ETFs represent around 7 million Tesla $TSLA shares.

Jason DeBolt, an all-in Tesla shareholder, summarized the firm’s decision really well:

As a custodian of ETF shares, your fiduciary duty is to vote in shareholders’ best interests. For a board that has delivered extraordinary returns, voting against their recommendations doesn’t align with retail investors, Tesla employees, or the leadership we invested to support. If Schwab’s proxy voting policies don’t reflect shareholder interests, my followers and I will move our collective tens of millions in $TSLA shares (or possibly hundreds of millions) to a broker that does, via account transfer as soon as this week.”
Tesla shareholders will vote on Musk’s pay package on Thursday at the Annual Shareholders Meeting in Austin, Texas.

It seems more likely than not that it will pass, but investors have made it clear they want a decisive victory, as it could clear the path for any issues with shareholder lawsuits in the future, as it did with Musk’s past pay package.

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