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Twitter to adopt ‘poison pill’ strategy to fend off Musk’s $43B bid for platform

(Credit: Ryan Lash/TED)

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Twitter’s Board will adopt the “poison pill” strategy to fend off Tesla CEO Elon Musk’s $43 billion bid to buy the social media platform.

A new statement from Twitter released just after noon on Friday in New York said the company plans to adopt “limited duration shareholder rights plan, enabling all shareholders realize full value of company.”

“Twitter, Inc. (NYSE: TWTR) today announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan (the “Rights Plan”). The Board adopted the Rights Plan following an unsolicited, non-binding proposal to acquire Twitter,” the company said in a statement. “The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders.”

A “poison pill” method allows shareholders to purchase more shares at a steep discount, making the likelihood of a hostile takeover decrease. Pizza chain Papa John’s used the strategy in June 2018 to prevent ousted founder John Schnatter from gaining control of the company. Netflix also used the “poison pill” strategy in 2012.

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“The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter,” the platform said. “The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders.”

LIVESTREAM: Tesla CEO Elon Musk to speak at TED2022

Musk, who offered to buy Twitter for $54.20 per share yesterday, has stood by the fact that he is not sure whether he will be able to buy the company because of the board, but that he is financially able. However, he has spoken out that, if the Board’s decision is to not allow the buyout, Twitter would be not obliging by the “fiduciary duty” it owes its shareholders. “If the current Twitter board takes actions contrary to shareholder interests, they would be breaching their fiduciary duty,” Musk said on Thursday. “The liability they would thereby assume would be titanic in scale.”

Wedbush’s Dan Ives believes Twitter’s course of action could be challenged legally. “Twitter going down the poison pill path is a predictable defensive measure for the Board to go down that will not be viewed positively by shareholders given the potential dilution and acquisition unfriendly move,” Ives said regarding the platform’s statement. “Likely challenged in Courts,” he added.

Musk said there is a “Plan B” if Twitter does not agree to the sale.

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Disclosure: Joey Klender is a TSLA shareholder but is not a TWTR shareholder.

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.

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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Ferrari unveils its Luce EV, and its reception has been a disaster

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Credit: Ferrari

Ferrari unveiled its Luce EV over the weekend, and so far, its reception has been an absolute disaster, gathering negative reactions from a wide variety of people, including former executives.

The stock even took a hit on its first day of trading following the unveiling, dropping over 7 percent at one point.

Ferrari moving to EVs from its traditional V12s and mid-engine sports cars is a massive move. It was designed by Sir Jony Ive and Marc Newsom’s LoveFrom studio, which is known for design work for tech giant Apple. “Luce” means “light” in Italian, so Ferrari drew inspiration for its name from its sleek design, characterized by a smooth, sculpted body with rounded edges.

But its reception has been far from what Ferrari expected. The overall design has drawn some harsh criticism since its reveal, and it is simply stunning that such a storied company, with a rich history of beautiful, powerful cars has revealed a design that many are not a fan of.

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Responses to the design were widely negative, with some saying, “Enzo is rolling in his grave,” and “This looks like a Nissan LEAF with a bad body kit.”

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Former Ferrari Chairman Luca di Montezemolo said:

“If I said what I really think, I’d harm Ferrari. We’re risking the destruction of a myth, I’m very sorry about that. I hope they at least remove the Prancing Horse from that car.”

Ferrari has scaled back EV commitments in the past, primarily in response to weaker-than-expected demand for its electric powertrains.

Priced at roughly $640,000 in the U.S., it is tough to see how this car will ever truly live up to the massive expectations many had for it. It almost feels like, to a certain extent, Ferrari is looking for a way to get out of building EVs.

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Tesla unveils juicy new detail on the Roadster and hints at new unveil timeline

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A red Tesla Roadster driving around a turn
(Credit: Tesla)

Tesla unveiled a juicy new detail on the Roadster, its long-delayed supercar project, and additionally hinted at a new unveiling timeline, as it appears yet another month will pass without seeing the capabilities of the vehicle.

Vice President of Vehicle Engineering at Tesla, Lars Moravy, revealed on the Ride the Lightning podcast that the Roadster will be built at Gigafactory Texas, adding that “you’ll start to see a lot of things unfold in the next months.”

While we get a good detail on the plant of manufacture, we also get another letdown, as it appears the unveiling event will not take place in May, as CEO Elon Musk hinted during the Earnings Call.

The Roadster was first unveiled back in 2017, alongside the Semi, which entered production earlier this year. It was Tesla’s attempt at a true supercar; it would be rare, expensive, and lightning quick, among other incredible capabilities, like potentially hovering for a short period thanks to a collaboration project with SpaceX.

However, the vehicle was set to be delivered in 2020. Parts and supply chain issues due to the COVID-19 pandemic started these delays, and since then, Tesla, and specifically Musk, have wanted to push the capabilities of the Roadster to somewhere the human mind may not be able to currently comprehend.

Both Chief Designer Franz von Holzhausen and Moravy have said many things about the Roadster over the past few years, hinting that the car truly could be worth the wait. However, the continuous delays we’ve seen have undoubtedly been discouraging.

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With that being said, it’s not like Tesla has been doing nothing. Instead, the company has been focusing on revamping current models, phasing out others, and working on developing the cars of the future, specifically, the Cybercab, which entered production at Giga Texas in April.

Despite the Roadster’s delays, there is still a ton of anticipation for the vehicle to be released. It will have a steering wheel, as Musk said it will be “the best of the last of the human-driven cars.”

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NASA just gave SpaceX more crew missions because Boeing can’t certify

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NASA has filed a procurement notice announcing its intent to add six post-certification missions to SpaceX’s existing Commercial Crew Transportation Capability contract. The agency said it would order up to three of those missions immediately upon adding them to the contract, with the remaining three available as needed through the end of the International Space Station’s planned operations in 2030.

The reason for the expansion is straightforward. NASA cited recently shortened ISS mission durations, technical issues and schedule delays encountered by Boeing, the allocation of missions between Boeing and SpaceX, and the ongoing technical challenges of maintaining a reliable crew transportation capability as the driving factors behind the decision. Boeing’s CST-100 Starliner has still not been certified for crewed flights, and a cargo-only Starliner mission was not included on NASA’s most recent mission manifest. With Boeing effectively sidelined for the foreseeable future, SpaceX is the only American company capable of rotating crews to the station.

SpaceX Board has set a Mars bonus for Elon Musk

The history behind this contract tells the fuller story of how SpaceX got here. NASA originally awarded SpaceX its Commercial Crew contract in 2014 for $2.6 billion. In 2022 NASA modified the contract to add five missions covering Crew-10 through Crew-14, worth $1.436 billion, bringing the total contract value at that point to $4.9 billion. The recent May 18 filing by NASA extends that runway further, with Crew-12 currently docked at the station and Crew-13 assigned and targeting a mid-September 2026 launch.

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According to a report by SpaceNews, NASA stated in its filing: “It is necessary to award additional PCMs to SpaceX given the recently shortened ISS mission durations, technical issues and schedule delays encountered by Boeing, the allocation of missions between Boeing and SpaceX, NASA’s projections for when an alternative crew transportation system may become available, and the ongoing technical challenges of maintaining a reliable capability for crewed flights to ISS.”

No dollar value for the new six missions has been publicly confirmed yet, but based on the 2022 precedent of roughly $287 million per mission, the new block could represent close to $1.7 billion in additional contract value. With SpaceX simultaneously preparing Starship as NASA’s Artemis lunar lander, filing its S-1 for a June IPO, and now absorbing more ISS crew rotation work, the company’s role as the primary contractor for American human spaceflight is no longer a matter of circumstance. It is NASA policy.

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