Acquisition of Twitter by Elon Musk
Acquisition of Twitter by Elon Musk
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Acquisition of Twitter by Elon Musk

Elon Musk initiated an acquisition of the American social media company Twitter, Inc. on April 14, 2022, and concluded it on October 27, 2022. Musk had begun buying shares of the company in January 2022, becoming its largest shareholder by April with a 9.1 percent ownership stake. Twitter invited Musk to join its board of directors, an offer he initially accepted before declining. On April 14, Musk made an unsolicited offer to purchase the company, to which Twitter's board responded with a "poison pill" strategy to resist a hostile takeover before unanimously accepting Musk's buyout offer of $44 billion on April 25. Musk stated that he planned to introduce new features to the platform, make its algorithms open-source, combat spambot accounts, and promote free speech, framing the acquisition as the cornerstone of X, an "everything app".

In July, Musk announced his intention to terminate the agreement, asserting that Twitter had breached their agreement by refusing to crack down on spambot accounts. The company filed a lawsuit against Musk in the Delaware Court of Chancery shortly thereafter, with a trial scheduled for the week of October 17. Weeks before the trial was set to begin, Musk reversed course, announcing that he would move forward with the acquisition. The deal was closed on October 28, with Musk immediately becoming Twitter's new owner and CEO. Twitter was taken private and merged into a new parent company named X Corp. Musk promptly fired several top executives, including previous CEO Parag Agrawal. Musk has since proposed several reforms to Twitter and laid off half of the company's workforce. Hundreds of employees then resigned from the company after Musk issued an ultimatum demanding they commit to "extremely hardcore" work. Linda Yaccarino was appointed CEO of X Corp. In July 2023, the Twitter service was rebranded as X.

Reactions to the buyout were mixed, with praise for Musk's planned reforms and vision for the company, particularly his calls for greater free speech, but criticism over fears of a potential rise in misinformation and disinformation, harassment, and hate speech on the platform. Within the United States, conservatives have largely supported the acquisition, while many liberals and former Twitter employees have voiced concerns about Musk's intentions. Since becoming owner, Musk has faced backlash for his handling of the company and account suspensions, including the December 2022 suspensions of ten journalists.

Businessman Elon Musk published his first tweet on his personal Twitter account in June 2010, and had more than 80 million followers by April 2022. In 2017, in response to a tweet suggesting that he buy Twitter, Inc., Musk replied, "How much is it?" On March 24, 2022, Musk began tweeting criticisms of Twitter, polling his followers on whether the company adhered to the principle that "free speech is essential to a functioning democracy". Days later, he discussed the future of social media with Twitter co-founder and former CEO Jack Dorsey and explored the possibility of joining Twitter's board of directors with private equity firm Silver Lake co-CEO Egon Durban. He relayed this idea to Twitter board chair Bret Taylor and CEO Parag Agrawal, proposing to either take the company private or start a rival social media platform. Dorsey responded to Musk with a text message, saying he hoped Twitter could become open-sourced and that he had unsuccessfully pushed for Musk's induction into Twitter's board a year earlier, a move that had prompted his departure from his role as CEO.

Musk began purchasing Twitter stock on January 31, 2022. On April 4, he announced that he had acquired 9.2 percent of the company's shares totaling $2.64 billion, making him the company's largest shareholder. Following the announcement, Twitter's stock experienced its largest intraday surge since the company's initial public offering (IPO) in 2013, rising by as much as 27 percent. The next day, Twitter invited Musk to join the company's board, which Musk accepted. This had been recommended to the board by Twitter's Nominating and Corporate Governance Committee three days earlier, with some board members expressing concern about potential "adverse impacts on stockholder value". The position would have prohibited Musk from going beyond a 14.9 percent ownership stake and limited his ability to speak publicly about the company. That day, Musk phoned Dorsey, who declined Musk's suggestion for him to remain on the board.

On April 11, after publishing several tweets critical of the company, Musk announced he had decided not to join the board. Instead, he informed Twitter that he intended to make an offer to take the company private. On April 12, Twitter's board met with lawyers and financial advisors to deliberate the ramifications of such a deal as well as their options, while a company shareholder sued Musk for allegedly manipulating the company's stock price and violating Securities and Exchange Commission (SEC) rules.

I made an offer
https://sec.gov/Archives/edgar...

April 14, 2022

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