Twitter Calls Elon Musk’s Purported Deal Termination ‘invalid And Wrongful’

Twitter Inc. has called Billionaire entrepreneur Elon Musk’s purported termination of its $44 billion takeover deal as “invalid and wrongful.”

Musk last week had sought to terminate his deal to acquire Twitter, claiming that the social media giant failed to comply with its obligations in the merger agreement.

In a latest filing with the U.S. Securities and Exchange Commission, the social media platform’s legal team said the company has not breached any obligations under the agreement and plan of merger it entered with Musk’s X Holdings I, Inc. on April 25.

Instead, Twitter accused that Musk is the one who has violated his agreement with Twitter.

Twitter attorney William Savitt of the law firm Wachtell, Lipton, Rosen & Katz, in a letter to Musk, said the termination is invalid as Musk and his Parties have knowingly, intentionally, willfully, and materially breached the agreement.

Twitter said the deal is not terminated, and that the Bank Debt Commitment Letter and the Equity Commitment Letter remain in effect, and urged Musk to comply with the obligations under the agreement.

The company also agreed to continue to provide information reasonably requested by Musk under the deal and to diligently take all measures required to close the transaction.

It was in late April that Twitter agreed to accept Musk’s offer for $54.20 per share in cash and to become a privately held company.

However, in May, Musk put the Twitter acquisition on hold, demanding further information about spam and fake accounts on the microblogging site. Musk then said he suspected that they make up at least 20 percent of users, while Twitter continued to admit that spam/fake accounts represent only about 5 percent of users.

However, later, Twitter agreed with Musk to provide him access to the data he asked for. Twitter officials reiterated recently that spam accounts make up less than 5% of the company’s daily monetizable users.

Meanwhile, in a letter to Twitter last Friday, Musk’s legal team Skadden, Arps, Slate, Meagher & Flom LLP, said Musk is backing off from the deal as the social media company has not complied with its contractual obligations, and did not provide relevant business information.

Responding to Musk’s notice of planned termination of the merger deal, Twitter Board had insisted that it expects to close the deal on the price and terms agreed upon with Musk. The Board also threatened with legal action to enforce the merger agreement. The Board then said it was confident to prevail in the Delaware Court of Chancery.

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