Big Blitz Posted July 8, 2022 Posted July 8, 2022 13 minutes ago, Doc said: Elon says he's terminating deal. https://www.yahoo.com/finance/elon-musk-says-hes-terminating-213221244.html It's the right move - if this is true or he's just trying to buy it at less price. He's done the Corporate world equivalent of Trump winning in 2016. Twitter is permanently damaged not sure how you could suddenly make it successful when half the world will in turn be shouting Twitter is all fake, etc. Suddenly Twitter will become MySpace and the Deep State will promote some brand new site to brain wash and control you with. Whatever he's doing, mission accomplished. 1
ChiGoose Posted July 8, 2022 Posted July 8, 2022 22 minutes ago, Doc said: Elon says he's terminating deal. https://www.yahoo.com/finance/elon-musk-says-hes-terminating-213221244.html Not surprising but it will be interested to see how this plays out. The claim about the bots doesn't make sense once you sign the M&A and is likely not actionable. But $1 billion is a hell of a penalty, so I imagine they are going to fight this one out. In any case, a bunch of high powered M&A attorneys are about to make bank on the litigation from this.
Big Blitz Posted July 8, 2022 Posted July 8, 2022 Twitter will take Elon Musk to court to force him to buy it for $44 billion https://www.businessinsider.com/twitter-to-take-elon-musk-court-fight-close-deal-2022-7
ChiGoose Posted July 8, 2022 Posted July 8, 2022 19 minutes ago, Big Blitz said: Twitter will take Elon Musk to court to force him to buy it for $44 billion https://www.businessinsider.com/twitter-to-take-elon-musk-court-fight-close-deal-2022-7 As someone who bought some Twitter stock after this whole fiasco started, I would be happy with this.
ChiGoose Posted July 11, 2022 Posted July 11, 2022 5 minutes ago, Big Blitz said: If they wouldn’t disclose the bot info during negotiations, then he should never have signed the M&A agreement.
Big Blitz Posted July 11, 2022 Posted July 11, 2022 (edited) 7 minutes ago, ChiGoose said: If they wouldn’t disclose the bot info during negotiations, then he should never have signed the M&A agreement. If they purposely didn't disclose the bots then does this not give Musk the opportunity to buy a grossly overvalued company at much less? Pending legal proceedings He knows the company he is buying is permanently damaged and a deep state tool. If this goes in his favor - that it's shown in court Twitter has been a manipulative force, he has a total mandate to reboot a new and better Twitter. Because rn it is permanently damaged. Edited July 11, 2022 by Big Blitz
ChiGoose Posted July 11, 2022 Posted July 11, 2022 11 minutes ago, Big Blitz said: If they purposely didn't disclose the bots then does this not give Musk the opportunity to buy a grossly overvalued company at much less? Pending legal proceedings He knows the company he is buying is permanently damaged and a deep state tool. If this goes in his favor - that it's shown in court Twitter has been a manipulative force, he has a total mandate to reboot a new and better Twitter. Because rn it is permanently damaged. From what I can tell, the absolute best outcome for Musk at this point is that he owes Twitter $1 billion. This bot crap is what you figure out BEFORE you sign the M&A. If Twitter was actually hiding the bot numbers then either Musk’s team was too dumb to realize that and signed the M&A or they didn’t care and signed the M&A. In any case, this really seems like someone got out way over their skis and is now trying to find a way out of a bad deal.
Big Blitz Posted July 11, 2022 Posted July 11, 2022 (edited) 24 minutes ago, ChiGoose said: This bot crap is what you figure out BEFORE you sign the M&A. If Twitter was actually hiding the bot numbers then either Musk’s team was too dumb to realize that and signed the M&A or they didn’t care and signed the M&A. Yea I'm going to say that's not the case for a guy that's going to land us on Mars and started the most successful electric car company in the world Edited July 11, 2022 by Big Blitz
Doc Posted July 11, 2022 Posted July 11, 2022 7 hours ago, ChiGoose said: From what I can tell, the absolute best outcome for Musk at this point is that he owes Twitter $1 billion. This bot crap is what you figure out BEFORE you sign the M&A. If Twitter was actually hiding the bot numbers then either Musk’s team was too dumb to realize that and signed the M&A or they didn’t care and signed the M&A. In any case, this really seems like someone got out way over their skis and is now trying to find a way out of a bad deal. Figure it out how? He relied on their numbers. Then likely was made aware that those numbers were inflated meaning Twitter lied. 1
SoCal Deek Posted July 11, 2022 Posted July 11, 2022 I sit back and laugh at all of this. In what way was Twitter damaged? Was it actually on the market? Do they have to have another open house? Do they need to clean up the toilets and put the dirty dishes away? I assume they have some legal costs here for the negotiations etc but what beyond that is the company owed?
ChiGoose Posted July 11, 2022 Posted July 11, 2022 52 minutes ago, Doc said: Figure it out how? He relied on their numbers. Then likely was made aware that those numbers were inflated meaning Twitter lied. That’s what due diligence is for. You investigate this stuff before you agree to buy a company. Musk pointed out the bot problem as a reason he wanted to buy Twitter. If they then said only 5% of accounts are bots, he probably should have been suspicious if he thought the problem was worse than that (which, again, is part of why he wanted to buy Twitter). Musk cannot use bots as an excuse to end deal Quote But even if Musk discovers that Twitter grossly underestimates the number of bots on its service and he decides to back out of the purchase, he still will be on the hook for a $1 billion fee for killing the deal, legal experts say. And, were he to pull out of the deal, he’d be likely to be sued by Twitter, which could claim heavy financial damages for the turmoil Musk has caused since agreeing to acquire the company. Quote Twitter has long said that about 5 percent of its user accounts are bots, but that number has been subject to scrutiny, and several reports over the years have suggested the bot count is much higher. And because Musk declared that he would fix Twitter’s bot problem, he would have a hard time arguing that an abundance of bots on the platform represents anything he didn’t already know when he made the purchase offer.
Orlando Buffalo Posted July 11, 2022 Posted July 11, 2022 8 hours ago, ChiGoose said: From what I can tell, the absolute best outcome for Musk at this point is that he owes Twitter $1 billion. This bot crap is what you figure out BEFORE you sign the M&A. If Twitter was actually hiding the bot numbers then either Musk’s team was too dumb to realize that and signed the M&A or they didn’t care and signed the M&A. In any case, this really seems like someone got out way over their skis and is now trying to find a way out of a bad deal. An M&A still allows you to confirm the numbers being presented to the public- how is this not understood? It is a bad deal due to fraud.
ChiGoose Posted July 11, 2022 Posted July 11, 2022 17 minutes ago, Buffalo Timmy said: An M&A still allows you to confirm the numbers being presented to the public- how is this not understood? It is a bad deal due to fraud. I am not an M&A attorney, but from what I've read from M&A lawyers commenting on this deal, this is not correct. Here's an example that might help: I own an apple orchard that is well liked, but it is known that some of the apples are rotten before they make it to market. You want to buy my orchard, in part, because you want to fix the rotting apples problem. You make a preliminary offer and I accept. We begin negotiations on the deal. I tell you that only 5% of the apples are rotten when they make it to market. I provide you with an internal audit the orchard did to arrive at these numbers. You are still skeptical, as this seems low given your experience with the apples. You ask for more information and for the opportunity to walk through the orchard to examine the apples yourself. I reject that and say that the report proves that it is only 5%. Now, the M&A agreement is in front of you, awaiting your signature. You have two choices: Do not sign it and walk away from the deal because of your concerns about the rotten apples Sign it, knowing that you are abandoning any claim about the rotten apples Musk went for option 2. I do not know what advice his lawyers gave him, but even if Twitter was knowingly lying, Musk has little chance of success to cancel the deal outright at this point.
Orlando Buffalo Posted July 11, 2022 Posted July 11, 2022 9 minutes ago, ChiGoose said: I am not an M&A attorney, but from what I've read from M&A lawyers commenting on this deal, this is not correct. Here's an example that might help: I own an apple orchard that is well liked, but it is known that some of the apples are rotten before they make it to market. You want to buy my orchard, in part, because you want to fix the rotting apples problem. You make a preliminary offer and I accept. We begin negotiations on the deal. I tell you that only 5% of the apples are rotten when they make it to market. I provide you with an internal audit the orchard did to arrive at these numbers. You are still skeptical, as this seems low given your experience with the apples. You ask for more information and for the opportunity to walk through the orchard to examine the apples yourself. I reject that and say that the report proves that it is only 5%. Now, the M&A agreement is in front of you, awaiting your signature. You have two choices: Do not sign it and walk away from the deal because of your concerns about the rotten apples Sign it, knowing that you are abandoning any claim about the rotten apples Musk went for option 2. I do not know what advice his lawyers gave him, but even if Twitter was knowingly lying, Musk has little chance of success to cancel the deal outright at this point. Unless it is direct fraud- in which case you as the seller know that your apples are more than 5% rotten and lie about it. That is what Twitter was doing. I also don't think Elon wants to cancel the deal outright, he simply wants to buy it for less. I will tell you that the experts you are believing are not people who understand that Twitter will be broken if Elon pays them a billion not to buy it, because it means that Twitter is mainly fake.
ChiGoose Posted July 11, 2022 Posted July 11, 2022 4 minutes ago, Buffalo Timmy said: Unless it is direct fraud- in which case you as the seller know that your apples are more than 5% rotten and lie about it. That is what Twitter was doing. I also don't think Elon wants to cancel the deal outright, he simply wants to buy it for less. It seems incredibly unlikely, even impossible, for Musk to back out due to the bots at this point. Which is why his lawyers are trying a different tactic: Quote ...[W]hen Musk announced the deal, he insisted he was doing it in order to tackle the spam challenge on the platform (a problem that really doesn’t impact most users of the site — but does impact the very most high profile users like Musk). So to then suddenly start whining about spam seems transparently a pretext. Also, it was a pretext that couldn’t void the deal. So, his second attempt to come up with an excuse was to claim that Twitter publicly lied to the SEC in its filings regarding how much spam was counted among its monetizable daily active users. This also seemed ridiculous, as Twitter had been publicly reporting those numbers for quite some time, and Musk could have explored those prior to the deal itself but, again, deliberately chose to waive those rights. You can’t do a deal in which you agree not to explore the data, and then complain that you hadn’t seen the data. Somewhere around this time, it seems clear that Musk’s lawyers explained to him that this wouldn’t get them out of the deal, and (it seems likely) suggested that they could cook up some alternative pretext that at least someone could try to actually argue in court — because it was clear that court is where this would all end up. And thus, behold the bull#### brilliance of the lawyers at Skadden, Arps, who earned their large paycheck by zeroing in on the part of the deal about needing to supply Musk with the information necessary to close the deal. They just started requesting tons of data, specifically related to the whole spam/mDAU discussion, knowing that they could just keep asking for more data, some of it impossible to actually supply to Musk, and eventually they would be able to say that Twitter wasn’t supplying the data requested, and thus was in breach… and therefore the deal was off. Quote I will tell you that the experts you are believing are not people who understand that Twitter will be broken if Elon pays them a billion not to buy it, because it means that Twitter is mainly fake. Essentially every expert I've read on this believes that Twitter is screwed at this point. Their absolute best outcomes here are that either Musk ends up buying them for $44 billion (which seems very unlikely) or they successfully sue him for damages exceeding the $1 billion breakup fee. In the latter case, the company's stock has taken a big hit, the board has absolutely failed and should be replaced and they will likely face shareholder lawsuits (Musk also may face shareholder lawsuits). Twitter is going to be severely damaged from all of this, with an uncertain future.
Orlando Buffalo Posted July 11, 2022 Posted July 11, 2022 3 minutes ago, ChiGoose said: It seems incredibly unlikely, even impossible, for Musk to back out due to the bots at this point. Which is why his lawyers are trying a different tactic: Essentially every expert I've read on this believes that Twitter is screwed at this point. Their absolute best outcomes here are that either Musk ends up buying them for $44 billion (which seems very unlikely) or they successfully sue him for damages exceeding the $1 billion breakup fee. In the latter case, the company's stock has taken a big hit, the board has absolutely failed and should be replaced and they will likely face shareholder lawsuits (Musk also may face shareholder lawsuits). Twitter is going to be severely damaged from all of this, with an uncertain future. I think where you and the experts disagree with me is that they think it will be difficult to back out due to the bot situation whether it is 5% or 20%. Twitter desperately does not want it to go to court because it will come out that Twitter has known that 20%+ of the accounts are bots and lied to their advertisers for years about it, I don't know much about the agreement they wrote but I understand how discovery works when suing in this kind of situation and discovery will be awful for Twitter. This is most likely going to end up with Elon buying Twitter for a much smaller sum and Twitter stating that they will revise some policies to help eliminate bots. I will state that I have two real people following me and at one point had 28 followers, I am this week down to 6 followers so Twitter has changed something 1
ChiGoose Posted July 11, 2022 Posted July 11, 2022 5 minutes ago, Buffalo Timmy said: I think where you and the experts disagree with me is that they think it will be difficult to back out due to the bot situation whether it is 5% or 20%. Twitter desperately does not want it to go to court because it will come out that Twitter has known that 20%+ of the accounts are bots and lied to their advertisers for years about it, I don't know much about the agreement they wrote but I understand how discovery works when suing in this kind of situation and discovery will be awful for Twitter. This is most likely going to end up with Elon buying Twitter for a much smaller sum and Twitter stating that they will revise some policies to help eliminate bots. I will state that I have two real people following me and at one point had 28 followers, I am this week down to 6 followers so Twitter has changed something Twitter's Chairman has already announced that they are taking this to court: Seems like they aren't that worried about the discovery process.
Orlando Buffalo Posted July 11, 2022 Posted July 11, 2022 33 minutes ago, ChiGoose said: Twitter's Chairman has already announced that they are taking this to court: Seems like they aren't that worried about the discovery process. We will see what happens, but there is one major misdirection in this tweet, that they will close at that price and terms. Elon will pay them the billion before buying them for that price. I will make my prediction now based on the little I know- Elon buys Twitter for around 32 billion
ChiGoose Posted July 11, 2022 Posted July 11, 2022 45 minutes ago, Buffalo Timmy said: We will see what happens, but there is one major misdirection in this tweet, that they will close at that price and terms. Elon will pay them the billion before buying them for that price. I will make my prediction now based on the little I know- Elon buys Twitter for around 32 billion The board basically has to say that they are committed to the agreed upon price or else they are inviting shareholder suits. I agree that it seems unlikely at this point that Musk buys Twitter for the full price. I'm not going to make a prediction other than the fact that it's going to be very messy unless Musk just cuts the $1 billion check (which I doubt he will).
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