“They would rather self-immolate than give up their
censorship programs. This shows you how deeply
committed they are to Orwellian control of
the narratives and global discourse. Scary,”
"Want to see the whole world lose their shit? Get
Peter Thiel to partner with Elon and raise the bid for Twitter"
The corrupt US Left is in total freakout mode, and they
don't have enough to fend off those intent on finally cancelling
their fraud, lol. Regardless of outcome it is distributed
uncensorable systems that must now be created and
prevail over all such legacy systems.
Twitter Facebook Google and Fake News Media...
"fuck them all in their fucking faces".
This is old school takeover, for even more fun just
wait till the freedom loving cryptoanarchist $TeraCap
starts to swing its massive dick around. It's working.
Musk Speaking To Co-Investors As Twitter Board Adopts "Poison Pill" To
Thwart Hostile Takeover
In an attempt to move along his hostile takeover following Twitter's
adoption of a poison pill takeover defense (see below), the NY Post
reports that Elon Musk is speaking to potential co-investors who could
partner with him on a bid for the social network, and cites sources
according to whom a new plan that includes partners could be announced
within days.
One possibility is teaming with private-equity firm Silver Lake
Partners, which was planning to co-invest with him in 2018 when he was
considering taking Tesla private, and whose Co-CEO Egon Durban is
already a Twitter board member and led Musk’s deal team during the
2018 failed effort to take Tesla private, sources said. Silver Lake
declined to comment.
Whether Musk would present Twitter with an entirely new offer —
perhaps raising his current bid — or whether new partners would simply
go in on a purchase with him isn’t clear. A Musk spokesperson declined
to comment.
As we predicted earlier (see below), one way to circumvent Twitter's
Poison Pill is for Musk "to be joined by one or more like-minded,
anti-censorship investors such as Peter Thiel who either build up
stakes through the poison pill 15% limit in the process making a
management and board replacement by proxy vote the simple outcome."
And indeed, the Post writes now that the "pill may not stop other
entities or people from acquiring their own shares of up to 15% of the
company. Those owners could partner with Musk to force a sale, make
changes in the executive ranks or push for other overhauls of the
company."
“This is not over,” a source close to the situation told the Post.
It sure isn't because separately, Bloomberg, Reuters and the Post all
report that besides Musk’s offer, Twitter has been fielding takeover
interest from other parties, including technology-focused private
equity firm Thoma Bravo, which is considering making a rival offer.
The New York Post reported Thoma Bravo’s interest on Thursday.
Additionally, Bloomberg Intelligence analyst Mandeep Singh writes that
“Musk could decide to partner with Oracle, whose co-founder Larry
Ellison sits on Tesla’s board and has expressed interest in acquiring
social media company TikTok’s U.S. assets, and a private equity
consortium that includes Thoma Bravo to thwart Twitter’s poison pill,
while raising the bid 10-15% to about $50 billion.”
* * *
As was widely expected and reported in the aftermath of Elon Musk
going hostile on Friday morning, on Saturday morning Twitter adopted a
measure that will shield it from hostile acquisition bids in a
desperate step to prevent billionaire Elon Musk’s offer to take the
company private and make it a bastion of free speech.
The board set up a shareholder rights plan, also known as a "poison
pill" which as we clarified yesterday for the benefit of the company's
overly dramatic, overly literal and overly snowflake employees, is not
literal...
Uhm, someone should probably advise employees "poison pill" is not
literal...
— zerohedge (@zerohedge) April 14, 2022
... and which is exercisable if a party - read Elon Musk - acquires
15% of the stock without prior approval, lasting for one year (if the
pill had expired the day after the midterms it may have been a bit too
obvious). The plan seeks to ensure that anyone taking control of
Twitter through open market accumulation pays all shareholders an
appropriate control premium, according to a statement Friday.
For a company that has struggled greatly with value creation - on
Friday TWTR stock closed at $45.08, or 18 cents higher than where it
closed on its first day as a public company, or $44.90 - a poison pill
defense strategy allows existing shareholders the right to purchase
additional shares at a discount, effectively diluting the ownership
interest of the hostile party. Poison pills are common among companies
under fire from activist investors or in hostile takeover situations.
Under Twitter’s plan, each right will entitle its holder to purchase,
at the then-current exercise price, additional shares of common stock
having a then-current market value of twice the exercise price of the
right.
Twitter enacted the plan to buy time, Bloomberg reported citing a
person familiar with the matter, although it wasn't clear time for
what: at $54.20, Musk's offer represents a premium to the historical
TWTR price since IPO on 92% of the time.
And since the Twitter board, whose constituents are listed below...
... is about to get bombarded with a barrage of lawsuits claiming it
violated its fiduciary duty, the board also said it wants to be able
to analyze and negotiate any deal, and may still accept it (spoiler
alert: it won't).
Twitter’s board met Thursday to review Musk’s proposal - which
according to the world's richest man was his “best and final” offer
and who had already accrued a stake of more than 9% in Twitter since
earlier this year - to determine if it was in the best interest of the
company and all of its shareholders.
Included in Musk’s securities filing disclosing the bid Thursday
morning was a script of text he sent to the company. In it he said,
“it’s a high price and your shareholders will love it.” Hilariously,
one prominent - and former - investor said the offer was too low and
the market reaction appeared to agree. Saudi Arabia’s Prince Alwaleed
bin Talal said the deal doesn’t “come close to the intrinsic value” of
the popular social media platform. Which is, well, hilarious since as
we showed yesterday, it appears the Prince no longer has direct
ownership of even one share of Twitter stock.
Speaking later Thursday at a TED conference, Musk said he wasn’t sure
he “will actually be able to acquire it.” He added that his intent was
to also retain “as many shareholders as is allowed by the law,” rather
than keeping sole ownership of the company himself.
After initially surging, Twitter shares dropped 1.7% in New York on
Thursday, reflecting the market’s view that the deal is likely to be
rejected or to fall through.
Musk first disclosed his Twitter stake on April 4, making him the
largest individual investor. At the TED conference, he indicated that
he has a Plan B if Twitter’s board rejects his offer. He declined to
elaborate. But in his filing earlier in the day, he said he would
rethink his investment if the bid failed.
“If the deal doesn’t work, given that I don’t have confidence in
management nor do I believe I can drive the necessary change in the
public market, I would need to reconsider my position as a
shareholder,” said Musk.
* * *
Previewing the poison pilll defense, on Thursday, Cameron Winklevoss,
founder of the Gemini cryptocurrency exchange, tweeted (of course)
that “Twitter is considering a poison pill to thwart @elonmusk’s
offer." In response, Musk said that a “poison pill” move would be a
"breach" of the board's fiduciary duty and could expose Twitter’s
board to “titanic” legal liability.
If the current Twitter board takes actions contrary to shareholder
interests, they would be breaching their fiduciary duty.
The liability they would thereby assume would be titanic in scale.
— Elon Musk (@elonmusk) April 14, 2022
Winklevoss alleged in his tweet that, by adopting the poison pill
tactic, Twitter was demonstrating its commitment to preserving the
status quo even if it has a negative impact on existing shareholders.
“They would rather self-immolate than give up their censorship
programs. This shows you how deeply committed they are to Orwellian
control of the narratives and global discourse. Scary,” he wrote.
Twitter has repeatedly suppressed and "shadowbanned" conservative
viewpoints, allegations the company has repeatedly denied.
Adam Candeub, a law professor at Michigan State University, said that
Twitter’s board could face legal consequences if they turn down an
offer that’s financially lucrative to shareholders.
“Twitter’s owned by shareholders, and the directors have to act in a
way that’s in their best interests, not in the way that allows them to
keep control of the corporation,” Candeub told The Epoch Times.
“If they turn down a very favorable price, there will be dereliction
of their legal duty, and there could be lots of legal consequences.”
* * *
Now that his original plan has been thwarted, Musk has said that he
has a "Plan B" in stock for the company although he did not disclose
what it is. As Mark Cuban pointed out yesterday...
Want to see the whole world lose their shit ? Get Peter Thiel to
partner with Elon and raise the bid for Twitter
— Mark Cuban (@mcuban) April 14, 2022
... one possible response is for Elon to be joined by one or more
like-minded, anti-censorship investors such as Peter Thiel who either
build up stakes through the poison pill 15% limit in the process
making a management and board replacement by proxy vote the simple
outcome, or they just raise the takeover price to a level that even
the woke Twitter board can not reject.
Or skip the whale investor approach entirely, and open up twitter to a
mass investor buyout, in the form of a DAO, where "token holders will
get to vote on what's trending and who gets verified."
And of course a decentralized group of supporters for "the current
thing" will create a DAO to buy Twitter. Token holders will get to
vote on what's trending and who gets verified. Ok I'll stop now 😁
— Mark Cuban (@mcuban) April 14, 2022
Alternatively, Musk can take his appeal directly to his 82 million
twitter followers (a quarter of Twitter's total 217 million global
Daily Active Users) and have them all buy several shares, then pledge
them for Elon during the next proxy vote. Because as much as Twitter
wants to reject any buyout offer that will prevent it from imposing
the censorship its liberal board and employees love so much, there is
only so much it can do.
In the end, however, the only question is how dedicated is Musk to
control Twitter, because if he really wants it, he will get it.
