It’s been a wild month of news for the social network that we collectively love to hate. In early April, Elon Musk took a bite out of Twitter, coming away with 9.2% of the company and plans to exercise his influence over the company through its board. After he backed out of his planned board seat, Musk teed up an even more outrageous plan: He’d buy the company outright and take it private. Absolutely everyone freaked out about this and had an opinion, and some of those opinions cast doubt on the seriousness of the famously unserious tech mogul’s grand plans.
Musk’s $43 billion offer valued Twitter for less than it was trading for a year ago, begging the question: Is this guy for real? We still don’t really know — Musk is mercurial and notoriously prone to big dumb stunts — but apparently he’s cobbling together the cash with some help from Morgan Stanley and Bank of America.
Musk is the world’s richest man, but he’s also relatively cash poor for a mega-billionaire, so making his play on Twitter would require him to cash out shares held at Tesla and SpaceX, the two companies he’s ostensibly running while whipping us all into a frenzy over his totally unnecessary ambitions to buy Twitter and reshape it in his image. Meanwhile Twitter is working to fend of Musk’s advances with a poison pill defense, which would let existing shareholders buy more stock at low, low prices, effectively diluting the company’s shares and pushing the price of his bid up.
As of April 25th, Twitter has accepted Musk’s $44 billion acquisition offer. Here’s a timeline of how the Twitter acquisition unfolded from start to finish.
A timeline of the Elon Musk-Twitter saga
Before Musk even placed a bid for Twitter, SEC regulators said they have authority to subpoena the Tesla CEO about his tweets and even urged a federal judge not to let the executive get away with tweeting with abandon.
Shortly after U.S. regulators urged a judge to monitor Musk’s tweets, the Tesla and SpaceX CEO expressed he was giving serious thought to build the “next Twitter.”
Twitter published a note confirming that the SpaceX and Tesla entrepreneur has taken a 9.2% share of the company, working out to around $2.9 billion based on Friday’s (March 4th) share price.
Twitter CEO Parag Agrawal announced that Elon Musk was appointed to Twitter’s board in a series of tweets:
Later that same week, Twitter CEO Parag Agrawal announced he would not be joining the social media firm’s board. The disclosure from Agrawal follows a series of unusual tweets from Elon Musk over the same weekend in which he wondered aloud to his over 80 million followers if Twitter was dying, citing low frequency of tweets from some of the most popular personalities on the social network.
A Twitter shareholder sued Musk in a federal securities class action lawsuit because Musk failed to disclose his 5% stake in Twitter when he was required to do so. The delay allowed Musk to buy more shares of Twitter at a lower price and cheat sellers of Twitter stock out of increased profits, the plaintiff claims.
The billionaire said he is willing to pay $54.20 per share to buy 100% of the company. It would be an all-cash offer that values the social network at $43.4 billion. He filed the offer with the SEC and tweeted it out hours before he was interviewed on TED.
The controversial CEO of Tesla and SpaceX was already preparing to speak at the TED2022 conference for a conversation that was in such high demand that TED made the livestream available to the public.
9. The following day, April 15th, Twitter’s board turns toward the defense everyone anticipated: the poison pill
Twitter’s board of directors announced in a press release that the company is adopting a limited-duration shareholder rights plan — a “poison pill” in merger and acquisition lingo. While the company doesn’t name Elon Musk directly, Twitter is clearly trying to prevent the billionaire from buying the social network.
To summarize: Musk intends to borrow around $13 billion in various fashions; borrow $12.5 billion against his own equity holdings; and pay around $21 billion from his own holdings. It’s a somewhat complicated collection of funding sources, but Musk’s bid is hardly small, so the path to collecting the needed cash in one pile is understandably convoluted.
Twitter’s board met on Sunday to discuss Musk’s offer, and the NYT reports that they then entered into negotiations with Musk early on Monday morning to hammer out additional details, including the timeline for close and what, if any, financial protections Twitter would enjoy were any potential deal to go south post-announcement. Both reports stress that the deal is not yet final and could still fall apart.
Twitter has announced that it has accepted Musk’s offer to acquire the publicly traded company at $54.20/share, valuing the social media platform at $44 billion. Moments after the news broke that Twitter trading was halted, the company issued a press release confirming that it was accepting Musk’s offer to take the social network private.
Elon Musk will have to pay Twitter a $1 billion termination fee if he doesn’t go through with his $44 billion acquisition of the social network, announced on Monday, per a new SEC filing. The filing, which details the terms of the agreement, indicates Twitter would have to pay the same fee under specific circumstances.
Twitter locked down its source code to prevent unauthorized changes, sources familiar with the matter told Bloomberg. The reports say that this change was made to prevent employees from “going rogue” and sabotaging the platform after Elon Musk’s $44 billion purchase of the company. Currently, a vice president must approve any changes.
Enterprise Reporter Ron Miller outlines possible outcomes from the deal, while acknowledging we truly don’t know what could happen next. He writes:
In the worst case, Musk could make Twitter his own personal social playground. In the best, he will work to improve some of the longstanding problems that have plagued the platform for years. In a statement on the deal Musk said that he wants to “make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans.”
Audio from Twitter’s company wide call about its drastic change from being a publicly traded company to a billionaire-owned, private entity was leaked on April 27 by the controversial conservative group, Project Veritas, on YouTube. The days following the news of the Twitter acquisition had researchers questioning what the deal will mean for Twitter research data. Then, ahead of Twitter’s presentation to media ad buyers during the 2022 NewFronts in early May of this year, Twitter acknowledged in a new SEC filing that its core advertising business could now be at risk as a result of the Elon Musk takeover, in addition to employee hiring and retention efforts and other factors.
17. Top Twitter execs, including heads of revenue and consumer products, are out following Musk deal
Twitter GM of Consumer, Keyvon Beykpour, announced on May 12 he will be leaving the company after seven years. Beykpour said in a tweet he was asked to leave by current CEO Parag Agrawal, who wants to take the team in another direction. Bruce Falck, Twitter’s revenue product lead, is also departing, Twitter confirmed to TechCrunch.
18. Less than a month after the announcement of Elon Musk’s Twitter acquisition, Musk says Twitter deal ‘temporarily on hold over spam’
Elon Musk tweeted on May 13 that his $43 billion bid to buy the company is “on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users”. He later followed up with a second tweet — in which he writes that he is “still committed to the acquisition”.
Twitter is full of bots, this much we know. But how full, and what kinds of bots? With estimates ranging from Twitter’s own “under 5 percent” to independent researchers suggesting 20% or more, it’s clearly a tricky number to nail down, as the company’s CEO, Parag Agrawal, explained in a thread on May 16. Prospective buyer Elon Musk responded with a poo emoji. This begged the question, does Elon Musk really even want to buy Twitter?
Twitter’s board wants the $44 billion Elon Musk takeover completed, which is why it’s asking its shareholders to approve the deal, according to a regulatory filing. This comes after Twitter agrees to hand over internal data to soothe Musk’s bot fears, and Musk tells Twitter employees he wants to be involved in product after his first company-wide Twitter call.
After hinting heavily that he no longer wanted the company in tweets attacking Twitter over its bot calculations and an ominous story in The Washington Post reflecting his thinking, Musk’s legal team is taking steps to terminate his $44 billion deal to buy Twitter. However, Twitter is not having it. The company issued a brief formal statement regarding Musk’s merger termination attempt, which relies on the prodigious breeder‘s assertion that Twitter misled him about the extent of its bot problem when he entered into the deal.
Twitter followed through on its promise to force Elon Musk to buy the company, suing the SpaceX and Tesla CEO in a Delaware court on July 12. On July 19, a judge ruled that Twitter can expedite its trail against Elon Musk.
In a filing on July 18, Twitter argued that the company is harmed each day that its dispute with Musk continues, so the case needs to be tried as soon as possible. The company also stated that Musk’s proposed schedule, slating the trial for February, was “calculated to complicate and obfuscate.”