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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.

“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.”

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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.”

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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.

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.

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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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Tesla Cybercab sightings on public roads are becoming more frequent

After it was unveiled a year ago by Tesla, the company has made some pretty drastic jumps in progress in terms of the Cybercab, but a recent development has truly pushed fans of the company to think it is probably going to be available soon.

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Credit: Petersen Museum

Tesla Cybercab sightings on public roads are becoming much more frequent, and they all are pointing to one thing: imminent production.

The Tesla Cybercab is the company’s vehicle developed for fully autonomous travel, as it will be manufactured without a steering wheel or pedals, according to CEO Elon Musk.

Tesla Robotaxi Cybercab: Seats, price, special features, release date, and more

After it was unveiled a year ago by Tesla, the company has made some pretty drastic jumps in progress in terms of the Cybercab, but a recent development has truly pushed fans of the company to think it is probably going to be available soon.

Last week, we reported on the first Cybercab sighting when the vehicle was finally being tested on public roads. The spotting was not a one-time deal, as we are now seeing many more sightings on public roads:

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The first spotting was in Palo Alto, just a few blocks from Tesla’s Engineering Headquarters in Los Altos. This second sighting appears to be relatively close to that first spotting, and it seems unlikely Tesla would be putting it on roads much further than that.

The public on-road testing of the Cybercab marks a major milestone in the entire project for Tesla. These early sightings and testing phases are usually followed by a lot of speculation about when the vehicle could end up in the hands of customers.

However, Tesla has already put a definitive date on when Cybercab production will begin, as Elon Musk said during the Q3 Earnings Call that it would roll off production lines in Q2 of next year.

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But the speculation regarding the Cybercab is slightly different than other vehicles because Tesla has been developing it for fully autonomous travel; it’s not meant to be driven by humans but instead by software and the company’s Full Self-Driving suite.

Despite the vehicle being spotted with a steering wheel and pedals in the recent sightings, Musk has maintained that the Cybercab will not be developed with typical controls for a human. He recently confirmed this, and it does not seem the company is willing to veer too much from its plans for an autonomous car.

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Tesla Model Y Performance is rapidly moving toward customer deliveries

New drone images from noted drone operator and Gigafactory Texas observer Joe Tegtmeyer show Tesla is moving forward quickly in terms of its progress in producing the new Model Y Performance.

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Credit: Tesla

Tesla has rapidly progressed in the production of its most anticipated Model Y trim level: the Model Y Performance.

New drone images from noted drone operator and Gigafactory Texas observer Joe Tegtmeyer show Tesla is moving forward quickly in terms of its progress in producing the new Model Y Performance.

The vehicle is being spotted more frequently at the factory located just outside of Austin, with what appears to be the first units rolling out to outbound lots:

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In the United States, Tesla unveiled the Model Y Performance on September 30, the newest iteration of the fastest trim level of the best-selling car in the world for the past two years. It was launched on the very last day of the $7,500 electric vehicle tax credit in the United States.

It featured a handful of performance improvements, including a 0-60 MPH acceleration rate of 3.3 seconds, a trim from the 3.5 seconds the 2025 version offered.

Additionally, the range has gone from 277 miles to 308 miles, a notable improvement in terms of how far it can travel on a charge.

There are also a handful of hardware changes that Tesla made to improve its aerodynamic performance, which all likely can be attributed to the boost in speed and acceleration, as well as range.

The vehicle was initially launched in Europe, which was not surprising, especially as Tesla was testing the new Performance trim at the famed Nurburgring in Germany.

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Deliveries are currently slated for late November, but some orders are getting projections of mid-December for their Model Y Performance, which would help Tesla bolster its end-of-year delivery figures and follow up on an extremely bullish finish to Q3, which was the company’s strongest performance in history.

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Twitter co-founder Jack Dorsey endorses Elon Musk Tesla pay package

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

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Twitter co-founder and Square CEO Jack Dorsey has publicly backed Elon Musk’s leadership ahead of Tesla’s pivotal shareholder vote, which is expected to be decided later today at the company’s 2025 annual meeting. 

Dorsey framed the pay package as an engineering and governance crossroads for Tesla.

Dorsey’s public nod framed as an engineering defense of Musk

In a post on X, Dorsey weighed in on Tesla’s post about being in a “critical inflection point.” As per the Twitter-co-founder, the vote on Musk’s 2025 performance award is not about compensation. Instead, it’s about ensuring the path for the company’s engineering in the coming years. 

“This is not about compensation. it’s about ensuring a principled (and exciting!) engineering approach to the company’s future,” Dorsey wrote on his post, later stating that users of Cash app with TSLA shares would be able to vote for the CEO’s proposed 2025 performance award. 

Elon Musk appreciated Dorsey’s endorsement, responding to the Twitter co-founder’s post with a heart emoji. Musk has been pretty thankful for the support for is fellow tech executives, also thanking Michael Dell recently, who also advocated for its proposed 2025 performance award.

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Musk’s support

While Elon Musk’s 2025 performance award has received opposition from proxy advisors such as Glass Lewis and ISS, it has received quite a lot of support from longtime bulls such as ARK Invest, and, more recently, Schwab Asset Management following calls from TSLA retail shareholders. 

“Schwab Asset Management’s approach to voting on proxy matters is thorough and deliberate. We utilize a structured process that focuses on protecting and promoting shareholder value. We apply our own internal guidelines and do not rely on recommendations from Glass Lewis or ISS. In accordance with this process, Schwab Asset Management intends to vote in favor of the 2025 CEO performance award proposal. We firmly believe that supporting this proposal aligns both management and shareholder interests, ensuring the best outcome for all parties involved,” Charles Schwab told Teslarati.

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