Elon Musk vs. Twitter: all the information about one particular of the greatest, messiest tech bargains ever

On Thursday, April 14th, Elon Musk introduced an offer you to buy Twitter for $54.20 a share. On April 25th, Twitter accepted the deal. By July 8th, Musk required out. Then Twitter sued Musk. And now we’re headed for Chancery Court docket in Delaware for a 5-day trial in October that will determine who owns Twitter — and what takes place just after.

This is a big tale with a whole lot of quick-going sections to it. It is also a story that will very likely stretch out over the following number of months, maybe even lengthier. So we assumed we’d set collectively a guide for you, our viewers, that can be updated as issues continue to unfold. Since, like Elon, we ❤️ you.

So strap in. It is heading to be a bumpy experience.

The hottest information:

Peter “Mudge” Zatko was fired in early 2022 from his posture as Twitter’s head of stability. In July, he submitted a whistleblower report declaring Twitter has hidden negligent safety techniques, misled federal regulators about its protection, and unsuccessful to effectively estimate the range of bots on its platform. Zatko is a prolonged-tenured and perfectly-revered voice in the hacker and safety local community, and his allegations are sure to have a big impression in and out of Twitter. Congress, for just one, has presently explained it is investigating Zatko’s promises.

Zatko’s disclosure states immediately that Twitter lied to Musk about its spam and bot measurements, which could be fodder for Musk’s issues about spambots, even though Zatko’s help for those unique allegations feels reasonably slender. Twitter denied all the accusations, calling them “a bogus narrative.”

The subpoenas ahead of the demo have turn into a who’s who of the tech sector, like Dorsey, Larry Ellison, Marc Andreessen, Tesla, Keith Rabois, and lots of many others. Dorsey was a shock but would seem probably to have a good deal of pertinent information and facts, given both of those his tenure as Twitter CEO and the truth that Dorsey reportedly pushed hard to influence Musk to acquire the firm in the very first place.

Illustration by Kristen Radtke / The Verge Getty Photos

The rest of the tale so much:

The financing composition of Musk’s Twitter acquisition has shifted about time, but even soon after promising in April that “no further TSLA product sales prepared right after right now,” Musk bought an additional massive batch of his shares. “In the (hopefully unlikely) function that Twitter forces this deal to close *and* some fairness associates do not appear by way of,” he tweeted shortly following, “it is important to prevent an crisis sale of Tesla stock.”

Musk’s facet wanted much more time and for the demo to start out in February 2023. Twitter needed it to start out as quickly as achievable. Kathaleen McCormick, the Delaware Chancellor who will oversee the demo, explained the demo will begin on Oct 17th and will final 5 days. Of course, that assumes the two sides really do not settle, and that remains anyone’s guess.

Twitter seems to be previously experience the Musk Result: when it claimed earnings in July, the organization claimed its income fell for a wide range of macroeconomic good reasons but also because of what it explained as “uncertainty connected to the pending acquisition of Twitter by an affiliate of Elon Musk.” One issue Twitter will not give Musk credit history for? Its user progress. The service documented achieving extra than 237 million every day consumers, up from 229 million very last quarter. That, of study course, was because of to “ongoing products enhancements.”

We would not normally notify you it is value looking through a 162-web page authorized filing that will get deep into the weeds of bot measurement techniques. But this situation has been filled with abnormally spicy lawful combating, a great deal of which was plainly penned to be examine by a extensive viewers. It is a fantastic yarn.

Virtually as quickly as Musk created crystal clear his intentions to get out of acquiring Twitter, Twitter submitted a lawsuit that mentioned, in effect: you agreed to fork out $44 billion for Twitter, and we intend to get all $44 billion for our shareholders. Twitter submitted its suit in the Delaware Court of Chancery, which immediately turned the most exciting judicial technique no one experienced at any time heard of. It paints a image of Musk going out of his way to make an unforeseen and unusually generous give to Twitter, only to just about straight away flip close to and commence toying with the firm and the plan of abandoning their settlement.

It looked like it was going to come about, and then it did: only months just after asserting his intention to acquire Twitter, Musk tried using to get out of it. Musk’s group claimed he was terminating the offer since Twitter was in “material breach” of their arrangement and experienced made “false and misleading” statements through negotiations. In specific, Musk was anxious about the prevalence of pretend or spam accounts on Twitter and what he observed as Twitter’s reluctance to prove its possess investigation on the subject matter.

Musk joined a digital town hall with Twitter staff members and tried to solution their thoughts about the future of the company and system. He offered obscure answers about wanting to emulate WeChat and discover from TikTok and allowing men and women work from property a lot more generally while stating Twitter would bring in 1 billion buyers. Meanwhile, he hinted that major layoffs could be in the company’s foreseeable future.

Following a amount of cagey tweets and “just inquiring questions” types of moves, Musk’s authorized workforce made its 1st formal threat to back out of the acquisition. In a authorized submitting, they claimed that Twitter failed to present Musk with details on the service’s spam bot trouble and that he’s entitled to receive that facts below the deal settlement. Twitter, they wrote, was actively protecting against him from finding the information he essential.

“My offer you was centered on Twitter’s SEC filings currently being exact,” Musk tweeted, referencing Twitter’s oft-cited variety that significantly less than 5 per cent of the accounts on the system had been bogus or spam. “Yesterday, Twitter’s CEO publicly refused to clearly show evidence of <5%. This deal cannot move forward until he does.” Musk’s frustration appeared to be totally beside the point and the sort of thing he should have raised before signing a binding agreement to buy the company. But it was clear that if Musk decided he did want out, this would be his way.

The turmoil inside Twitter wasn’t just coming from Musk and his legal team. Parag Agrawal, the still-new CEO of the company, fired some of his top executives, including consumer product leader Kayvon Beykpour and Bruce Falck, the general manager of revenue and head of product for its business side. “The priorities and decisions we make now will not only bolster how we navigate through this time,” Agrawal said in a memo to Twitter’s staff, “but also for the longer-term success of Twitter which I care about deeply.”

A photo illustration of Twitter CEO Parag Agrawal

Parag Agrawal, the CEO of Twitter, has become Musk’s main foil.
Photo Illustration by Alex Castro / The Verge

One other big Twitter-under-Musk question is what he’ll do about the platform’s permanent ban on Donald Trump. Musk said during a Financial Times conference that he’d undo it. “I guess the answer is I would reverse the permaban,” he said, “obviously I don’t own Twitter yet, so it’s not a thing that will definitely happen because what if I don’t own Twitter?”

Could Twitter Blue be the future of Twitter? Musk thinks so. He believes he can turn Twitter subscriptions into a $10 billion business by 2028, which would be double the entire company’s current revenue. Of course, that also includes huge user growth: Musk estimated Twitter could have 600 million users in 2025 and 931 million in 2028. That’s a big jump from the company’s current crop of 217 million users.

On April 25th, Twitter’s board of directors accepted Musk’s offer of $54.20 per share, or $44 billion, for total control of the company. It was the same price he named in his initial offer on April 14th. Upon completion of the transaction, Twitter will become a private company. Musk began working to line up financing for the deal and sold 9.6 million of his Tesla shares to free up about $8.4 billion.

Hours after announcing his bid to buy Twitter, Musk was on stage in Vancouver for a well-timed interview with TED Talk founder Chris Anderson. During the conversation, Musk spoke about his “obsession with the truth” and echoed comments he made in his SEC filing about wanting to protect free speech and democracy.

But as Adi Robertson pointed out, his understanding of free speech appears to be nebulous at best. After examining Musk’s comments, as well as previous efforts by Twitter’s leadership to contend with speech laws around the world, she concluded that Musk may be in for a rude awakening if he succeeds in buying the social media platform.

Twitter’s first all-hands meeting after Musk’s bid went public was a weird one. After serenading employees with Backstreet Boys and Aretha Franklin, the company said it would continue to evaluate the offer.

Employees told The Verge’s Alex Heath they were frustrated by the lack of a more detailed response. They’re concerned about the future of the social media platform, as well as the possibility of layoffs.

Illustration by Kristen Radtke / The Verge Getty Images

Musk is a very rich guy. So, naturally, he would say that he isn’t interested in buying Twitter to make money. He views Twitter as the “de facto town square” and wants to open source the social media company’s algorithm. He tried to frame the whole takeover bid as some sort of crusade to protect free speech.

But even a free speech maximalist like Musk needs to convince shareholders that his buyout offer is in their financial self-interest. Otherwise, what are we really doing here?

Anyone who’s been in the market to buy a house knows about “best and final” offers. In his opening salvo, Musk claimed his bid to buy Twitter was exactly that. He was offering Twitter’s shareholders a pretty fair premium: $43 billion for a company with a $37 billion market cap.

Musk said that Twitter must go private in order to undergo the changes that need to be made. These included an edit feature, an open-source algorithm, less moderation, and a higher bar for removing offending tweets.


Photo by SUZANNE CORDEIRO/AFP via Getty Images

After news broke that Musk had acquired 9.1 percent of the company’s shares, many people briefly entertained the notion that Musk might try to buy the whole company, only to eventually conclude he had already gotten everything he wanted out of Twitter.

Casey was right in positing that Twitter’s poison pill provisions may not be enough to stop Musk. But he also assumed that Musk would just continue to troll the company through his tweets.

After declining a seat on Twitter’s board, Musk updated his filing with the Securities and Exchange Commission to indicate that he would not be a passive player in the company’s affairs. Gone was the language that he would restrict his holdings to just 14.0 percent of the company. In retrospect, this was the first clue that he may attempt something more impactful than just buying some stock of serving as a board member.

A thousand years ago, on April 4th, 2022, Elon Musk announced that he had purchased 9.1 percent of Twitter. The news that the world’s richest man was now (briefly) the largest shareholder in his preferred social media platform sent the stock price soaring and many a keyboard a-typing.

Musk immediately set about soliciting suggestions about ways to improve Twitter by — what else — tweeting a poll. The company responded by offering him a board seat, a move that would have restricted him to owning just 15 percent of the company. At first, he said yes. Then he changed his mind and said no. Meanwhile, our resident Twitter and Musk experts, Casey Newton and Liz Lopatto, respectively, dug deeper into why Musk was flirting with Twitter and what the likely outcomes would be.

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