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Twitter, Elon Musk’s ‘X Holdings’ to complete $44bn merger deal by October 24

(Credit: Ryan Lash/TED)

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Twitter and two of Elon Musk’s “X Holdings” companies will officially merge by October 24 after the Tesla CEO and the social media platform came to terms on a $44 billion deal yesterday.

A new 8-K filing from Twitter through the SEC reveals Twitter and Musk’s parent company, which is known as “X Holdings I, Inc.” and its subsidiary, known as “X Holdings II, Inc.” will officially merge, pending any potential bottlenecks or snags that would cancel the deal. Barring any unforeseen issues in the partnership or Twitter’s stockholder vote, Twitter will become wholly owned by Musk’s “X Holdings I, Inc.”

LIVESTREAM: Tesla CEO Elon Musk to speak at TED2022

Last week, Musk filed and formed three holding companies in Delaware, all with variations of the name “X Holdings,” with one of the companies being used to fund the Tesla frontman’s purchase of the social media platform.

“Twitter’s Board of Directors (the “Board”) unanimously determined that the transactions contemplated by the Merger Agreement, including the Merger, are in the best interests of Twitter and its stockholders, and approved the Merger Agreement and the transactions contemplated by the Merger Agreement,” the 8-K said. “The Board also unanimously resolved to recommend that Twitter’s stockholders vote to adopt and approve the Merger Agreement and the Merger.”

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While Twitter and Musk came to a deal yesterday at the proposed price of $54.20 per share, the deal was not finalized yesterday and will be completed later in 2022.

According to the filings, the deal is set to be completed by October 24, 2022, six months from the date of the agreement:

“Either Twitter or Parent may terminate the Merger Agreement if, among certain other circumstances, (1) the Merger has not been consummated on or before October 24, 2022,which date will be extended for six months if the closing conditions related to applicable antitrust and foreign investment clearances and the absence of any applicable law or order making illegal or prohibiting the Merger have not been satisfied as of such date; or (2) Twitter’s stockholders fail to adopt the Merger Agreement. Twitter may terminate the Merger Agreement in certain additional limited circumstances, including to allow Twitter to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement). Parent may terminate the Merger Agreement in certain additional limited circumstances, including prior to the adoption of the Merger Agreement by Twitter’s stockholders if the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal.”

If the merger agreement is terminated by either party, the terminator will have to pay the other party a fee of $1 billion, the filings also state.

I’d love to hear from you! If you have any comments, concerns, or questions, please email me at joey@teslarati.com. You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

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Joey has been a journalist covering electric mobility at TESLARATI since August 2019. In his spare time, Joey is playing golf, watching MMA, or cheering on any of his favorite sports teams, including the Baltimore Ravens and Orioles, Miami Heat, Washington Capitals, and Penn State Nittany Lions. You can get in touch with joey at joey@teslarati.com. He is also on X @KlenderJoey. If you're looking for great Tesla accessories, check out shop.teslarati.com

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GM takes latest step to avoid disaster as EV efforts get derailed

There was an even larger step taken this morning, as the Detroit Free Press reported that GM was idling its Factory Zero plant in Michigan until late November, placing about 1,200 workers on indefinite layoff status.

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Credit: GM

General Motors has taken its latest step to avoid financial disaster as its electric vehicle efforts have been widely derailed.

GM’s electric vehicle manufacturing efforts started off hot, and CEO Mary Barra seemed to have a real hold on how the industry and consumers were starting to evolve toward sustainable powertrains. Even former President Joe Biden commended her as being a major force in the global transition to EVs.

However, the company’s plans have not gone as they’ve drawn them up. GM has reported some underwhelming delivery figures in recent quarters, and with the loss of the $7,500 tax credit, the company is planning for what is likely a substantial setback in its entire EV division.

Earlier this month, the company reported it would include a $1.6 billion charge in its quarterly earnings results from EV investments. It was the first true sign that things with GM’s EV projects were going to slow down.

There was an even larger step taken this morning, as the Detroit Free Press reported that GM was idling its Factory Zero plant in Michigan until late November, placing about 1,200 workers on indefinite layoff status.

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This is in addition to the 280 employees it has already laid off after production cuts that happened earlier this year at the Detroit-Hamtramck plant.

After November 24, GM will bring back 3,200 people to work until January 5 to operate both shifts. On January 5, GM is expected to keep 1,200 workers on indefinite layoff.

GM is not the only legacy automaker to make a move like this, as Ford has also started to make a move that reflects a cautious tone regarding how far and how committed it can be to its EV efforts.

After the tax credit was lost, it seemed to be a game of who would be able to float their efforts longest without the government’s help. Tesla CEO Elon Musk long said that the loss of these subsidies would help the company and hurt its competitors, and so far, that is what we are seeing.

Elon Musk was right all along about Tesla’s rivals and EV subsidies

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However, Tesla still has some things to figure out, including how its delivery numbers will be without the tax credit. Its best quarter came in Q3 as the credit was expiring, but Tesla did roll out some more affordable models after the turn of the quarter.

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Tesla expands Robotaxi geofence, but not the garage

This has broadened its geofence to nearly three times the size of Waymo’s current service area, which is great from a comparative standpoint. However, there seems to be something that also needs to be expanded as the geofence gets larger: the size of the Robotaxi fleet.

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Credit: Joe Tegtmeyer | X

Tesla has expanded its Robotaxi geofence four times, once as recently as this week.

However, the company has seemingly kept its fleet size relatively small compared to the size of the service area, making some people — even pro-Tesla influencers — ask for more transparency and an expansion of the number of vehicles it has operating.

Over the past four months, Tesla has done an excellent job of maintaining growth with its service area in Austin as it continues to roll out the early stages of what is the Robotaxi platform.

The most recent expansion brought its size from 170 square miles (440.298 sq. km) to 243 square miles (629.367 sq. km).

Tesla sends clear message to Waymo with latest Austin Robotaxi move

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This has broadened its geofence to nearly three times the size of Waymo’s current service area, which is great from a comparative standpoint. However, there seems to be something that also needs to be expanded as the geofence gets larger: the size of the Robotaxi fleet.

Tesla has never revealed exactly how many Model Y vehicles it is using in Austin for its partially driverless ride-hailing service (We say partial because the Safety Monitor moves to the driver’s seat for freeway routes).

When it first launched Robotaxi, Tesla said it would be a small fleet size, between 10 and 20 vehicles. In late August, after its second expansion of the service area, it then said it “also increased the number of cars available by 50 percent.”

Tesla reveals it has expanded its Robotaxi fleet in Austin

The problem is, nobody knows how many cars were in the fleet to begin with, so there’s no real concrete figure on how many Robotaxis were available.

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This has caused some frustration for users, who have talked about the inability to get rides smoothly. As the geofence has gotten larger, there has only been one mentioned increase in the fleet.

Tesla did not reveal any new figures or expansion plans in terms of fleet size in the recent Q3 Earnings Call, but there is still a true frustration among many because the company will not reveal an exact figure.

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Tesla recalls 6,197 Cybertrucks for light bar adhesive issue

On October 20, Tesla issued a voluntary recall of the impacted vehicles and has identified 619 warranty claims and just a single field report that is related to the issue. 

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Credit: Francisco Garcia (via Greggertruck on X)

Tesla has recalled 6,197 Cybertrucks for a light bar adhesive issue that was utilized by Service to install the aftermarket part.

According to the National Highway Traffic Safety Administration (NHTSA), impacted vehicles may have had the light bar “inadvertently attached to the windshield using the incorrect surface primer.”

Tesla identified an issue with the light bar’s adhesion to glass back in February and worked for months to find a solution. In October, the company performed chemical testing as a part of an engineering study and determined the root cause as the BetaPrime primer it utilized, figuring out that it was not the right surface priming material to use for this specific application.

On October 20, Tesla issued a voluntary recall of the impacted vehicles and has identified 619 warranty claims and just a single field report that is related to the issue.

The component is manufactured by a Romanian company called Hella Romania S.R.L., but the issue is not the primer’s quality. Instead, it is simply the fact that it is not the correct adhesive for this specific type of application.

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Tesla says there are no reports of injuries or deaths due to this issue, and it will be resolved. In the 473 report that the NHTSA released this morning, Tesla said:

“At no charge to customers, Tesla will inspect the service-installed optional off-road light bar accessory for delamination or damage and if either is present, replace the light bar with a new light bar adhered with tape and a positive mechanical attachment. If no delamination or damage is present, Tesla will retrofit the service-installed optional off-road light bar accessory with a positive mechanical attachment.”

This is the third recall applied to Cybertrucks this year, as one on March 18 highlighted the potential for exterior trim panels to detach while driving, and another earlier this month when the NHTSA said its front parking lights were too bright.

Tesla resolved the first with a free assembly replacement, while the headlight issue was fixed with an Over-the-Air software update earlier this week. Owners said there was a noticeable difference in the brightness of the lights now compared to previously.

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