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.”
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.”
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.
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