Following Tesla CEO Elon Musk’s proposal to complete a buyout of social media platform Twitter, the company’s board has decided to accept the offer of $54.20 per share. Twitter confirmed the sale to Musk in a statement on Monday.
“Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company. Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter’s closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.”
The transaction was unanimously approved by Twitter’s Board of Directors and is expected to close in 2022, subject to the approval of stockholders. Musk has secured $25.5 billion of fully committed debt and margin loan financing and is providing approximately $21 billion in equity commitment, the release said. There are no financing conditions to the closing of the transaction.
Twitter Board Chari Bret Taylor said, “The Twitter Board conducted a thoughtful and comprehensive process to assess Elon’s proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter’s stockholders.”
Twitter was advised by Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co., with Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP serving as legal counsel. Morgan Stanley acted as lead financial advisor to Musk. Bank of America Securities and Barclays are also acting as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel, the release said.
“Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated,” Musk said. “I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it.”
“Twitter has a purpose and relevance that impacts the entire world,” CEO Paragf Agrawal said. “Deeply proud of our teams and inspired by the work that has never been more important.”
On Thursday, April 14, Musk Tweeted an SEC filing to complete a buyout of Twitter for $54.20 per share. It was Musk’s “best and final offer,” he said in the filing. “Twitter has extraordinary potential. I will unlock it.”
Twitter ultimately had to think about the decision, which would bring the company’s value to around $43 billion. “The Twitter Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of the Company and all Twitter stockholders,” the platform said in a statement on the day Musk submitted his offer shortly after 7 AM in New York.
In early April, it was revealed Musk had purchased over 9 percent of Twitter, making him the largest shareholder of the social networking company. “I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy,” Musk said on April 13.
The CEO has openly questioned the limitations of free speech on Twitter, going as far as putting out a poll. “The consequences of this poll will be important. Please vote carefully.” 70.4 percent of the 2,035,924 votes stated they did not believe Twitter “rigorously adheres” to the principle that free speech is essential to a functioning democracy.
Musk also appeared on a TED Talk with Head of Ted Chris Anderson on April 14, where the Tesla CEO stated the platform was an “inclusive arena for free speech” when answering why he decided to offer to buy Twitter.
“The civilizational risk is decreased more we can increase the trust of Twitter as a public platform,” Musk said during the interview.
Musk, who has been Tesla’s CEO since 2008, had his offer considered for a day before Twitter seemed to be working toward declining the offer. The Board announced it would use a “poison pill” strategy, which made shares available at a discount to current shareholders.
However, Twitter shareholders began to pressure the platform’s board to accept Musk’s offer. The company then decided to meet with Musk on Sunday to discuss a potential deal, with more developments coming on Monday morning that seemed to indicate a deal would be complete. Ultimately, Twitter and Musk completed the deal on Monday morning.
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