Twitter Sues Elon Musk After Backing Out of $44 Billion USD Acquisition Deal
Musk alleges that the company refused to provide accurate data on spam bot accounts.
Twitter filed a lawsuit against Elon Musk on Tuesday, July 12, in the Delaware Court of Chancery after the tech billionaire revealed last week that he would be terminating his agreement to buy the social media giant for $44 billion USD.
Twitter’s lawsuit follows Musk’s statement last week, which pointed to the company’s refusal to provide him with the necessary information surrounding the platform’s rising number of “bots,” in addition to other pieces of information he claims were “necessary to evaluating the deal.”
In April, Musk struck a deal to buy Twitter at $54.20 per share – marking the anticipated deal as the biggest deal to take a company private.
“Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated,” Musk said in a statement announcing the deal. “Twitter has tremendous potential — I look forward to working with the company and the community of users to unlock it.”
In May, Musk tweeted that his deal to buy Twitter was “temporarily on hold,” pending details supporting the calculation that the fake accounts Twitter identified represent less than 5% of users.
His response comes after his critique of the social media platform’s public statements that indicated that the number of “spam bots” or fake accounts on the platform were attributed to approximately 5% of its users – which he claimed was false.
Additionally, he voiced concerns about the company failing to warn him prior to firing two of Twitter’s key executives – GM Kayvon Beykpour and Bruce Falck, the general manager for revenue.
Twitter’s lawyers wrote a letter to Musk on Sunday, July 11, stating that “the agreement is not terminated,” and that the Tesla CEO “knowingly, intentionally, willfully, and materially breached” his agreement to buy the company.
For this reason, it requests the court to enforce the specific performance clause, which allows for the alleged non-breaching party the right to specifically enforce the alleged breaching party’s obligations under the agreement.
Throughout the complaint, Twitter points to many factors behind Musk’s alleged violation of the purchase agreement, including his agreement to not publicly insult Twitter executives, secure debt funding for the deal, as well as recent changes in the stock market that have affected his wealth, given Tesla’s stock falling in recent months.
“Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests,” the company said in the complaint. “Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”
Over the course of litigation, the court will hear arguments that speak to the issue of “disclosure,” and whether the Tesla CEO is legally liable for seeing the anticipated acquisition of Twitter through – or, whether, the social media platform violated its duty to provide Musk with the information necessary for him to make a diligent investment decision.
Twitter has requested a four-day trial that will begin in September, while the pending acquisition deal has an October 24 deadline for completion.
Now that Twitter has filed its suit, the next stages will be determined by Musk and his lawyer’s expected response. While it’s hard to say what happens next, the suit will likely be prolonged throughout the discovery process – and if unsuccessful, Twitter’s operations could be in jeopardy.
In other news, Animoca Brands completes $75.3 million USD capital raise for metaverse gaming.