In a document provided to the U.S. SEC, Musk mentioned this: (added in bold for editing)
Since investing, I now realize that in its current form, the company is neither going to thrive nor serve this social need. Twitter needs to transform as a private company.
So I offered to buy a 100% stake in Twitter for $54.20 per share in cash, a 54% premium over the day before I started investing in Twitter and a 38% premium the day before I publicly announced my investment. My offer is my best and final offer, and if it is not accepted, I will reconsider my position as a shareholder.
Twitter has extraordinary potential. I will release it.
Image source: Musk submitted a 13D file https://s.wsj.net/public/resources/documents/musk13d.pdf
We also know from this public filing that Musk believes that a publicly traded Tweet cannot drive the necessary changes. He's not going to play a bargaining game with Twitter's board, and $54.20 is the final offer.
While Musk stressed that it wasn't a threat, from the tone of the document and the call released, the takeover offer was a bit of an "ultimatum" anyway.
In an interview with Ted on the afternoon of April 14, local time, Musk released some details of what he wanted Twitter to change.
The first was what he proposed when he acquired it: he wanted Twitter to make the algorithm public.
"One of the things I think Twitter should do is open up its algorithms," Musk said. "Any change to people's tweets — if they're highlighted or not — should be obvious ... So don't do any behind-the-scenes manipulation, whether it's algorithms or manual. "
Later, Musk said the algorithm should be published in places like GitHub, a software development hosting platform, allowing people who see problems or bugs to emphasize it and suggest modifications.
Image source: Value Master Network
Musk also mentioned that users should be allowed to edit twitter for a period of time while sending it. This way, if a user sees a typo after pressing the send button, they can modify it, but after a few days or months, the user can't change the message of a Tweet. (Sounds like how to a bit of WeChat public account background modification taste)
Investors are more concerned about whether Musk's acquisition will also make a "oolong" of Tesla's privatization in 2018. At the time, Musk was penalized by the SEC for declaring that he was going to privatize Tesla on Twitter, and this time, Musk said he had enough assets to move the deal forward, but if the offer didn't work out, he also had a Plan B.
After the interview, Musk tweeted that he wanted to keep as many shareholders as possible in the privatized Twitter to the extent permitted by law.
An overview of Twitter's shareholder positions. The source of the value master Chinese station
Twitter doesn't seem to have much choice in the face of this takeover offer. There are three possible options:
First, accept the acquisition, privatize and delist and transform the platform according to Musk's requirements.
Second, refuse to buy, the stock price is subject to Musk's 9.2% selling pressure.
3. Take anti-takeover measures.
The third point is limited by Twitter's own equity structure. Different from the popular A-B equity structure on Wall Street, Twitter's outstanding shares are one share and one vote, the board does not have enough voting power to resist Musk's acquisition, if you want to reverse the acquisition, you can only take the pill plan of "killing a thousand enemies and losing eight hundred stock prices". The core of the so-called "poison pill plan" is basically a large number of new shares issued at low prices, increasing the acquisition cost of the acquirer, and the blow to the company's stock price is not small.
At present, all walks of life are closely awaiting the response of Twitter's board of directors. U.S. stocks closed, and Twitter shares closed down 1.68%. Value Guru Chinese station data show that compared with Guru Value, Twitter's stock price is currently at a low level.
Image source: Value Master Chinese Station