Monthly: April 2022

Elon Musk Appears to Have Secured Financing for Twitter Tender Offer

According to papers filed with U.S. securities regulators, billionaire Elon Musk appears ready to continue his bid to take over Twitter, this time via a tender offer that would bypass the company’s board and offer to buy stock directly from shareholders. 

Twitter’s board of directors last week voted unanimously to use a tactic called a “poison pill” to fend off Musk’s attempt to acquire the company. 

The papers show Musk, CEO of Tesla and SpaceX, has secured $46.5 billion in financing for the offer of $54.20 per share. 

Twitter “is committed to conducting a careful, comprehensive and deliberate review to determine the course of action that it believes is in the best interest of the Company and all Twitter stockholders,” the company said in a statement Thursday. 

The news only shows Musk could go forward with a tender offer, but apparently no decision has been made.  

In addition to Musk, Morgan Stanley, Barclays, Bank of America, Societie Generale, Mizuho Bank, BNP Paribas and MUFG could be involved in the deal. 

They have reportedly agreed to finance $25.5 billion of the deal while Musk could cover the rest. 

Twitter stock was trading flat on the development. 

Under the poison pill plan, all Twitter shareholders except Musk could buy more shares at a discount. This would dilute the world’s richest person’s stake in the company and prevent him from recruiting a majority of shareholders supporting his move. 

If Musk’s ownership in Twitter grows to 15% or more, the poison pill would go into effect. 

Last week, Musk, who was revealed as the company’s largest individual shareholder, with 9.2% of the shares, later offered more than $43 billion, or $54.20 per share, to purchase the entire company. 

Musk’s offer would provide a substantial premium over Twitter’s current stock price. 

When Musk made his offer, he lamented the company’s stance on free speech. 

“I believe free speech is a societal imperative for a functioning democracy,” Musk said in the filing. “I now realize the company will neither thrive nor serve this societal imperative in its current form.” 

Some information in this report comes from The Associated Press. 

 
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US Intelligence Satellite Launched From California

A classified satellite for the U.S. National Reconnaissance Office was launched into space from California on Sunday. 

The NROL-85 satellite lifted off at 6:13 a.m. local time from Vandenberg Space Force Base aboard a two-stage SpaceX Falcon 9 rocket. 

It was the first mission by the NRO to reuse a SpaceX rocket booster, Vandenberg said in a statement. 

The Falcon’s first stage flew back and landed at the seaside base northwest of Los Angeles. 

The NRO only described the NROL-85 satellite as a “critical national security payload.” 

Its launch was one of three awarded by the Air Force to SpaceX in 2019 for a combined fixed price of $297 million. 

The NRO is the government agency in charge of developing, building, launching and maintaining U.S. satellites that provide intelligence data to senior policymakers, the intelligence community and the Defense Department. 
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Tesla Stockholders Ask Judge to Silence Musk in Fraud Case 

A group of Tesla shareholders suing CEO Elon Musk over some 2018 tweets about taking the company private is asking a federal judge to order Musk to stop commenting on the case. 

Lawyers for stockholders of the Austin, Texas-based company also say in court documents that the judge in the case has ruled that Musk’s tweets about having “funding secured” to take Tesla private were false, and that his comments also violate a 2018 court settlement with U.S. securities regulators in which Musk and Tesla each agreed to pay $20 million fines. 

Musk, during an interview April 14 at the TED 2022 conference, said he had the funding to take Tesla private in 2018. He called the Securities and Exchange Commission a profane name and said he only settled because bankers told him they would stop providing capital if he didn’t, and Tesla would go bankrupt. 

The interview and court action came just days after Musk, the world’s richest person, made a controversial offer to take over Twitter and turn it into a private company with a $43 billion offer that equals $54.20 per share. Twitter’s board on April 15 adopted a “poison pill” strategy that would make it prohibitively expensive for Musk to buy the shares. 

In court documents filed April 15, lawyers for the Tesla shareholders alleged that Musk is trying to influence potential jurors in the lawsuit. They contend that Musk’s 2018 tweets about having the money to take Tesla private at $420 per share were written to manipulate the stock price, costing shareholders money. 

Now, lawyers say Musk is campaigning to influence possible jurors as the case gets closer to trial. 

“Musk’s comments risk confusing potential jurors with the false narrative that he did not knowingly make misrepresentations with his Aug. 7, 2018, tweets,” the lawyers wrote. “His present statements on that issue, an unsubtle attempt to absolve himself in the court of public opinion, will only have a prejudicial influence on a jury.” 

The lawyers asked Judge Edward Chen in San Francisco to restrain Musk from making further public comments on the issue until after the trial. Chen gave Musk’s lawyers until April 20 to respond. 

Alex Spiro, a lawyer representing Musk, wrote in an email April 17 that the plaintiffs’ lawyers are seeking a big payout. “Nothing will ever change the truth, which is that Elon Musk was considering taking Tesla private and could have,” he wrote. “All that’s left some half-decade later is random plaintiffs lawyers trying to make a buck and others trying to block that truth from coming to light, all to the detriment of free speech.” 

But the shareholders’ lawyers wrote that Chen already ruled that Musk’s tweets were false and misleading, and “that no reasonable juror could conclude otherwise.” 

Judge Chen’s order, issued April 1, was not in the public court file as of April 17.  Adam Apton, a lawyer for the shareholders, said it was sealed because it has evidence that Musk and Tesla say is confidential. It will stay sealed until the parties agree if anything should remain sealed, he wrote in an email. “Our motion for TRO (temporary restraining order) accurately describes the issues decided by the court,” Apton wrote. 

After Musk’s 2018 tweets, the SEC filed a complaint against him alleging securities law violations. Musk then agreed to the fine and signed the court agreement. Part of the agreement says that Musk “will not take any action or make or permit to be made any public statement denying, directly or indirectly, any allegation in the complaint or creating the impression that the complaint is without factual basis.” 

If Musk violates the agreement, the SEC may ask the court to scrap it and restore the securities fraud complaint, the agreement says. A message was left April 17 seeking comment from the SEC. 

Spiro, on behalf of Musk, already has asked a Manhattan federal court to throw out the agreement. He contends the SEC is using the pact and “near limitless resources” to chill Musk’s speech. Court documents filed by Spiro say Musk signed the agreement when Tesla was a less mature company and SEC action jeopardized its financing. 
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Twitter Opts for ‘Poison Pill’ to Repel Elon Musk Takeover 

Twitter’s board of directors on Friday voted unanimously to use a tactic called a “poison pill” to fend off Elon Musk’s attempt to take over the company.

In such a defensive tactic, all Twitter shareholders except Musk could buy more shares at a discount. This would dilute the world’s richest person’s stake in the company and prevent him from recruiting a majority of shareholders supporting his move.

If Musk’s ownership in Twitter grows to 15% or more, the poison pill would go into effect.

Musk, who earlier this week was revealed as the company’s largest individual shareholder, with 9.2% of the shares, later offered more than $43 billion, or $54.20 a share, to purchase the entire company.

Musk’s offer would provide a substantial premium over Twitter’s current stock price of just more than $45 a share.

Free-speech concern expressed

When Musk made his offer, he lamented the company’s stance on free speech.

“I believe free speech is a societal imperative for a functioning democracy,” Musk said in the filing. “I now realize the company will neither thrive nor serve this societal imperative in its current form.”

But instead of putting Musk’s offer up for a vote with Twitter shareholders, the company’s board said Friday that it would instead offer its shareholders a chance to buy even more shares at a steep discount, effectively diluting the price of the stock.

The plan “will reduce the likelihood that any entity … gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium,” the company said.

The Twitter board’s plan will be effective for one year.

As rumors of a poison pill action circulated Thursday, Musk speculated via Twitter on what might happen.

“If the current Twitter board takes actions contrary to shareholder interests, they would be breaching their fiduciary duty,” he wrote. “The liability they would thereby assume would be titanic in scale.”

One analyst, Dan Ives of Wedbush Securities, told the New York Post that the board’s move was a “defensive measure,” adding that shareholders would not likely view it positively.

“We believe Musk and his team expected this poker move, which will be perceived as a sign of weakness, not strength, by the Street,” Ives told the Post.

Josh White, a former financial economist for the Securities and Exchange Commission, told BBC that Musk’s negotiation tactics might not be the “right approach” if Musk wants to acquire the company.

“I actually think if he was truly serious about the takeover attempt, he would have started at a price and left the window open for negotiation,” White said.

Twitter ‘storm’?

Edward Rock, who teaches corporate law and governance at New York University’s law school, also had doubts about whether Musk was serious about buying Twitter.

As Rock told NPR, Musk can show he is serious by revealing how he plans to finance the takeover, which he did not show in his SEC filing, or launch a proxy contest to replace Twitter board members in response to its poison pill.

If Musk fails to do so, Rock said, “he’s not going to acquire the company, and people can just write it off like some of his other Twitter storms.”

Some information for this report came from The Associated Press.
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Musk Spells Out How He Would Change Twitter

Hours after announcing his $43 billion hostile takeover bid for Twitter, business magnate Elon Musk laid out some of his goals for the social media giant, including an edit button that would let users amend ill-considered tweets.

Musk made the comments on the concluding day of the annual TED Conference in Vancouver. In a question-and-answer session, he said Twitter is the global town square and an important and inclusive area for free speech.

He said he has enough assets to cover the $43 billion purchase himself but did not divulge details of how he expects to finance the attempted takeover. If necessary, he said, he has a “Plan B” for acquiring the company.

Musk said if successful, he will make Twitter’s algorithms open source, introduce an edit button for people to change their tweets and will work to “ban the bot armies,” or automated computer programs, from the platform. The edit option will be available for only a limited time after a tweet is sent, he said.

In answering questions from TED head curator and organizer Chris Anderson, Musk also said that when tweets are changed, all retweets and likes to the original message will be deleted.

Musk also indicated that under his control, Twitter would be more reluctant to delete tweets that are of questionable taste or veracity and that when in doubt, he would allow a tweet to exist. But the platform would follow the laws of the different countries where it exists, he said.

Musk also was harshly critical of the San Francisco office of the U.S. Securities and Exchange Commission, describing its staff as “those bastards.” The comment came in reference to fraud charges brought by the SEC regarding some 2,018 tweets that Musk sent claiming he had the funding to take his Tesla electric car company private.

In the settlement, Musk was forced to resign as chairman of Tesla, issue a $40 million payout to shareholders and have a lawyer approve his future tweets about the company. Musk said financial institutions forced him into the agreement, as if the SEC had been “holding a gun to your child’s head.” He agreed only to save the company, he said.

The 50-year-old entrepreneur, who also runs SpaceX and the Boring Company, announced the $43 billion takeover bid for Twitter just hours before arriving in Vancouver.

Last week, he purchased 9.2% of the company’s stock but subsequently turned down a seat on the company’s board of directors, which would have limited the amount he could own to 14.9%.

Musk said 2016 to 2018 were the worst years of his life, as Tesla encountered problems with the production of the Model 3. He said he now knows more about manufacturing than anybody on Earth after sleeping on the floors of assembly plants to work out the problems.

He also talked about building sustainable energy from wind, solar, hydro and geothermal, and repeated his support of nuclear power. He briefly talked about further developing robotic intelligence, saying the first robots to help people in everyday life are not far off. Musk said the robots will be affordable, but it should not be possible to update them remotely like computers or his Tesla vehicles.

Besides making these announcements in Vancouver, Musk has a personal tie to the city. The musician Grimes, whose real name is Claire Elise Boucher, is the mother of his two youngest children and grew up in the city, where she has family.
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Elon Musk Offers to Buy Twitter 

Businessman Elon Musk has offered to buy Twitter, saying the social media giant “needs to be transformed as a private company.”

“I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy,” Musk said in the filing. “However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.”

The founder of Tesla and SpaceX is already Twitter’s largest shareholder, owning more than 9% of the company. A regulatory filing showed he offered $54.20 per share to buy the rest.

That price would value the company at about $43 billion and represents a 38% premium above the stock’s closing price on April 1, the last trading day before Musk bought his 9%.

“My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder,” Musk said.

Twitter acknowledged the offer and will analyze if Musk’s proposal is in the best interest of shareholders.

After Musk’s large share ownership was revealed, Twitter offered him a seat on the company’s board, but that had a stipulation limiting the amount of stock Musk could own.

After appearing to accept the board seat, Musk then declined.

Some information for this report came from The Associated Press and Reuters.
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