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Tesla SolarCity merger may be delayed by shareholder lawsuits

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A special stockholder meeting in connection with Tesla’s proposed SolarCity acquisition is coming soon.

Over the weekend, Tesla published two items related to the acquisition: a notice of an upcoming event, the Record Date for the Upcoming Tesla Special Stockholder Meeting in Connection with SolarCity Acquisition, and an update the the S-4 Registration Statement, a.k.a the Merger Proposal.

In the first announcement Tesla intends to inform Tesla investors that the “record date for the determination of Tesla stockholders entitled to […] vote at the Tesla special stockholders meeting in connection with the SolarCity acquisition will be sometime during the week of September 19, 2016.”  In layman terms, this means that sometime this week, anyone that “settled” a TSLA stock purchase 3 days prior to this date will have the right to vote at the Tesla special stockholders meeting.

Because of the  T+3 system of settlement presently used in North America whereby stock trades settle three business days after the transaction is carried out, anyone purchasing TSLA stock this week will likely be unable to vote at the Tesla special stockholders meeting.

The second filing is an update to the original S-4 Registration Statement of August 31, 2016. Comparing the two version of the Merger Proposal, shows that the documents are effectively identical, except for a section entitled “Litigation Relating to the Merger” (on page 23 of the latest PDF).

In this section of the Merger Proposal, Tesla discloses that “between September 1, 2016 and September 14, 2016, four lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging the proposed Merger.” These lawsuits were filed by the City of Riviera Beach Police Pension Fund, Ellen Prasinos, the Arkansas Teacher Retirement System, and P. Evan Stephens.

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In the lawsuits it is alleged “that the members of the Tesla Board breached their fiduciary duties in connection with the proposed Merger and, in some cases, that SolarCity and members of the SolarCity Board aided and abetted breaches of fiduciary duties and that certain individual defendants would be unjustly enriched by the proposed Merger.”

Additionally the lawsuits claim that “Member of the Tesla Board [..] [in the S-4 document] filed on August 31, 2016 allegedly failed to disclose material facts in connection with the proposed Merger.”

The main goal of the lawsuits is the rescission of the proposed Merger. Tesla of course believes that the actions are without merit.

What does this all means? Probably not too much. The record date will be announced this week, and soon after the Tesla special stockholders meeting in connection with the SolarCity acquisition will be held. Approval is expected, given that most of the large shareholders, Mutual Funds and major Hedge funds, have already announced their approval.

The lawsuits, unless thrown out by the appointed judge, will likely only delay the actual closing off the agreement. One thing to also note is that almost every merger agreement results in shareholders lawsuits, so the Tesla situation is fairly common.

TSLA Stock Action

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TSLA stock is now officially back on the run. Looking at today’s chart, most of the technical indicators have now turned positive: we have 3 green bars of the Heikin-Ashi chart (the pay-day-cycle, showing the momentum is on the upside), the MACD has turned positive and the MACD averages are “pinching”. This was enough for me to initiate a buy on Friday of TSLA January 2017 $200 calls.

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Elon Musk

Why automakers keep turning down Elon Musk’s Tesla Full Self-Driving offer

Elon Musk confirms no automaker has ever accepted Tesla’s offer to license Full Self-Driving software.

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Elon Musk gave a brief answer on X Monday that confirmed that Tesla’s standing offer to license Full Self-Driving to other automakers still has zero takers. Sawyer Merritt wrote that “Tesla has for years openly invited other automakers to license FSD. None of them have accepted,” responding to a prediction from Boom Supersonic founder Blake Scholl that Tesla would eventually open FSD the way it opened its Supercharger network to rival brands. Musk’s reply to Merritt was one word: “Exactly.”

It is not the first time Musk has made this point. He said something similar in November, when he called legacy automakers reluctance to adopt FSD “crazy,” and Tesla has floated the offer publicly since at least 2021. Scholl’s prediction touches on something real. Once NACS became the de facto charging standard, adoption from Ford, GM, Rivian and others followed within about a year. FSD licensing was supposed to work the same way once Tesla built enough of a lead that switching made sense for everyone.

The case for licensing now is stronger than it was two years ago. Waymo and Zoox are logging hundreds of thousands of unsupervised autonomous miles, along with Tesla’s own Robotaxi fleet. Every automaker still selling driver assist systems that lag FSD has given the robotaxi conversation to Tesla, Waymo and Zoox by default. Licensing FSD would let a GM or a Ford compete on the same field without spending a decade and billions of dollars building a stack from scratch, the same argument Tesla made when it opened the Supercharger network to bring more EVs onto its chargers.

But FSD is not a connector standard. As one reply to Musk’s post pointed out, licensing FSD is not a software license the way NACS was a plug spec. It requires adopting Tesla’s eight camera layout and its onboard compute architecture, meaning a licensee’s cars would effectively become Tesla hardware wearing someone else’s badge. That is the visible obstacle. The less visible one is data. A licensed FSD stack would report back the same telemetry Tesla collects from its own fleet, giving Tesla a continuous read on how a competitor’s cars are actually driven, where they struggle, and how often drivers intervene. For an automaker trying to build its own autonomy program, or simply trying to keep its build quality and safety record private, handing Tesla that visibility could be a bigger cost than the hardware bill. It is the reason the Supercharger comparison only goes so far. Opening a charging plug cost Tesla very little. Opening FSD would cost a rival something it cannot get back.

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Tesla eyes supply partners for Optimus mass production

Tesla certified three Chinese suppliers for Optimus mass production, signaling its robot timeline is accelerating.

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Concept rendering of Tesla Optimus in mass production

Tesla’s robotics team traveled to Ningbo, in China’s Zhejiang province, on September 16 and spent the following day auditing component suppliers for Optimus, according to a Bloomberg report cited by RobotAIGeek. The visit moved three manufacturers from provisional status to certified mass production partners: Tuopu Group, which handles actuators and chassis components, Ningbo Joyson Electronic, a sensor supplier, and Zhejiang Sanhua Intelligent Controls, which builds thermal management systems. All three already supply parts to Tesla’s electric vehicles, and the audit reportedly came with fresh orders that supply chain reports put at an initial batch of roughly 5,000 units.

Tuopu, Joyson, and Sanhua built their manufacturing base serving the automotive industry, where tolerances and volume requirements are already close to what a mass produced humanoid robot demands. Sanhua in particular has history here. Teslarati reported last October that the company had received a roughly $685 million order for linear actuators tied to Optimus, a volume industry watchers estimated could cover around 180,000 robots once production ramped.

Supply chain reports tied to this week’s audit put Tesla’s near term production goal at about 1,000 Optimus units a week by late September, rising to 2,000 to 2,500 units a week by the end of the year. That pace would put real weight behind the timeline Tesla has been building toward since May, when it wound down Model S and Model X production at Fremont to convert that floor space into a dedicated Optimus line targeting one million units annually. JPMorgan analysts who toured the factory in August confirmed the conversion took roughly four months, a pace Musk has called unprecedented for a facility that size.

New drone video shows Tesla’s Optimus Factory reaching a turning point

Fremont is only the first phase. A second, larger Optimus plant is rising at Gigafactory Texas, where drone footage shared by Joe Tegtmeyer last week showed the structural steel nearing completion on the north end of the building. Tesla has said that facility is meant to eventually support production of up to 10 million units a year, though volume output there is not expected before 2027.

Commercial sales of Optimus are still targeted for the second half of 2027, but production is expected to start well before then. JPMorgan analyst Rajat Gupta has said Tesla’s “Optimus Academy” program, which uses early units to collect real world training data inside Tesla’s own facilities, is expected to be running later this year. Bloomberg Intelligence analyst Ian Ma described the Ningbo audits as “a positive commercialization signal for China’s humanoid supply chain,” noting that sentiment could improve further if the visit leads to confirmed supplier nominations and larger orders. The Solactive China Humanoid Robotics Index rose about 1.4% on the news, though it remains down roughly 30% for the year.

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Investor's Corner

New drone video shows Tesla’s Optimus Factory reaching a turning point

New drone footage shows Tesla’s dedicated Optimus factory steel frame nearing completion at Giga Texas.

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Tesla’s dedicated Optimus factory at Gigafactory Texas is closing in on a finished steel frame, according to drone footage posted Thursday afternoon by longtime site observer Joe Tegtmeyer. In the video, Tegtmeyer said structural steel assembly is now about five column grids away from reaching the building’s north perimeter beam, putting the primary skeleton in its final stretch roughly six months after Tesla broke ground on the North Campus site in late March.

Tegtmeyer’s footage shows concrete already going in on three upper floors while crews continue laying rebar and pouring grade beam footings at ground level. That kind of parallel work, steel rising at one end of the site while concrete sets at the other, is a scheduling approach Tesla used at the original Giga Texas building and appears to be repeating here to save time before the plant’s targeted 2027 production start.

Teslarati has tracked the building’s progress since Tesla confirmed construction was officially underway in May, when the first steel structure went up on what was then bare, reclaimed land. The facility is part of a more than 5.2 million square foot expansion of Giga Texas’s North Campus that Tesla has said will eventually run nearly the length of the existing vehicle factory, over 4,000 feet, while sitting somewhat narrower. Musk has pegged the long term output target at 10 million Optimus units a year once the line is running at full capacity, a volume that would dwarf the one million unit pilot line Tesla is standing up separately at its Fremont, California factory.

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Tesla Giga Texas to feature massive Optimus V4 production line

The Texas facility sits alongside another major buildout on the same campus. Terafab, the joint Tesla and SpaceX chip fabrication plant that will eventually supply the silicon running Optimus units in the field. Housing robot assembly and chip production on the same grounds is a deliberate supply chain decision, cutting down on the shipping and lead time that would otherwise sit between the two.

Tesla has not given an updated timeline beyond its previously stated goal of bringing high volume Optimus production online at the site in the summer of 2027. Fremont’s smaller pilot line began mass producing the current Gen 3 robot in January, with that plant expected to build tens of thousands of units this year primarily to generate the real world data Tesla needs to refine the robot’s software before Giga Texas ramps up. Six months of visible construction progress, tracked almost entirely through Tegtmeyer’s recurring drone flights, gives the clearest outside look yet at how seriously Tesla is treating that 2027 deadline.

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