Twitter’s message to Elon Musk after his bid to secure his $44 billion deal to buy the company: We’ll see you in court.
“The Twitter Board is committed to closing the transaction at the price and terms agreed with Mr. Musk and plans to take legal action to enforce the merger agreement,” Twitter’s president of Twitter, Bret Taylor,, less than an hour after Musk’s legal team said he wanted to step out of the deal in a filing with the Securities and Exchange Commission. “We are confident that we will prevail in the Delaware Court of Chancery.”
If you’ve been following the twists and turns of this deal, it’s no surprise that Twitter is planning a fight. Shortly after Musk said he would buy Twitter and keep it private, he began laying the groundwork for why he would pull out, claiming that Twitter was unaware of the number of bots on the platform. Twitter has urged Musk and the public to control bots and intend to enforce the merger agreement.
When Musk and Twitter first signed the deal, both sides had agreed to pay a $1 billion termination fee in the event that either of them has withdrawn for specific reasons. Musk has agreed to pay the fee if he’s unable to secure the financing he needs to complete the acquisition — which he hasn’t done so far. And Twitter agreed to pay the fee if it found another buyer or if the board advised shareholders to vote against Musk’s offer.
Since Musk claims Twitter violated the terms of the deal by not being aware of critical company information related to bots, it’s clear he’s trying to get out without paying anything. The break-up fee is not mentioned in filing with the SEC on Friday in which he explains his reasons for leaving the deal.
With Twitter saying it will fight to get Musk to pay, this already crazy deal could quickly turn into a lengthy, messy legal battle. In an internal memo to Twitter that employees sent on Friday and obtained by The edge† Sean Edgett, the company’s general counsel, told staff they “will refrain from tweeting, slacking off or commenting on the merger,” and that management would be “very limited in what we can share.”
“I know this is an uncertain time, and we appreciate your patience and continued dedication to the important work we have underway,” Edgett wrote.
Update June 8, 7:45 PM ET: Details of internal Twitter memo added to employees.