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Musk's $44 billion acquisition of Twitter is behind the scenes

Musk's $44 billion acquisition of Twitter is behind the scenes

The plot is more exciting than a thriller

Compile the | Yang Yuke

Edit | Jane

Produced by | Bangning Studio (gbngzs)

A rollercoaster plot was staged between Musk and Twitter.

On April 14, 2022, Elon Musk offered to buy Twitter for $54.20 per share. On April 25, the acquisition was completed.

During this period, there have been ups and downs - Musk wants to buy Twitter stock; Musk wants to join the Twitter board; no, wait, he refuses to join the board; don't worry, Musk can buy more stock; no, wait, Musk is going to pocket the whole tweet...

The plot is simply more exciting than the Shyamalan (thriller) movie.

This rollercoaster plot is very "Musk": everything looks so unreliable, everything looks so reliable.

The story flips quickly, and in just 12 days it seems to have come to an end. But the story may last months or even longer after the story is told. Therefore, we have compiled a guide for readers, on the one hand, to digest the twists and turns of the plot of these days, on the other hand, to continue to update as the plot develops.

Now, fasten your seatbelts – what follows is a bumpy ride.

Musk's $44 billion acquisition of Twitter is behind the scenes

▍ Groundbreaking moments

On April 25, Twitter's board accepted Musk's offer to buy full control of Twitter for $54.20 per share, or $44 billion in total. This price is the same as Musk's initial quote on April 14.

After the deal closes, the social media platform, which has millions of users, including global leaders, will become Musk's private company.

According to multiple media reports, Twitter's board was considering Musk's financing offer over the weekend. The New York Times revealed that 11 Twitter members negotiated with Musk until Monday (April 25) morning.

It was a groundbreaking moment for Twitter, which has a 16-year history. Twitter has become one of the world's most influential public media platforms, but it is also facing a range of challenges.

Musk has criticized Twitter's middle-of-the-road approach, declaring himself an absolutist of free speech. He argues that Twitter's tweet sorting algorithm should be made public, and has criticized Twitter for giving advertising agencies too much power.

Political circles believe that if Musk's management system is followed, the "banned people" including former US President Donald Trump will be restored. The Conservatives cheered the prospect of reduced regulation, while others expressed concern about the rise in hate speech.

After being silenced by Twitter, Trump is building a company that competes with Twitter called True Social. In an april 25 interview with Fox News, Trump said he would not return to Twitter.

Musk's $44 billion acquisition of Twitter is behind the scenes

The White House declined to comment on Musk's deal, but said President Joe Biden has long been concerned about the power of social media platforms.

"We've always had such concerns." White House spokeswoman Jen Psaki said the platforms need to take responsibility. "The president has been talking about the power of social media platforms, including concerns about Twitter and other media outlets spreading misinformation."

Musk described tweaks to the Twitter service, such as setting up an edit button to beat out "spam bots" who send a lot of useless tweets. "Twitter is a digital city square where issues vital to the future of humanity are being debated," he said in a statement. ”

On April 25, Twitter shares rose 5.7 percent to close at $51.70. The deal was nearly 40 percent higher than the day before Musk disclosed he was ready to buy a 9 percent stake. Even so, the current price is still well below Twitter's $70 trading range last year.

Musk's move follows the billionaire's tradition of acquiring influential media platforms. In 2013, Jeff Bezos acquired The Washington Post.

Musk's $44 billion acquisition of Twitter is behind the scenes

▍Shareholders are also required to vote

Musk is the world's richest man. According to Forbes' latest rankings, it is worth $268 billion. Obviously, if Musk says that he didn't buy Twitter to make money, he's telling the truth.

He sees Twitter as a "digital city square" and wants to make the social media company's algorithms public. He tried to portray the entire acquisition as some sort of movement to protect free speech.

"Having a public platform of maximum trust and broad inclusion is extremely important for the future of civilization. I don't care about the economy at all. Musk said in a recent public address.

"I hope that even the harshest critics of me can stay on Twitter." On April 25, Musk tweeted, "Because that's what free speech means." ”

What does this mean in practice? Does Musk realize he stabbed the honeycomb? Will his vision work? Who knows. But it's interesting to watch Musk try to break silicon's progressive herd culture.

Even liberals like Musk need to convince shareholders that their takeover offers are in the financial interest of shareholders.

Musk, the CEO of Tesla and SpaceX, is unclear how much time he will spend on Twitter or what he will do.

Edward Moya, an analyst at currency broker OANDA, said the deal with Twitter highlighted the divergence of interests between the two sides.

Moya wrote in an email to customers that this is good news for Twitter's shareholders because the company seems to be back to growth soon. Tesla's shareholders, on the other hand, won't be happy because Musk will have to divert more attention.

Musk's 84 million Twitter followers are seen as an important free public relations and marketing tool for Tesla. His deal with Twitter has been approved by Twitter's board of directors and requires shareholder votes.

Analysts don't expect regulatory hurdles to emerge.

Musk's $44 billion acquisition of Twitter is behind the scenes

▍ Step by step for the camp

On April 4, Musk announced a 9.1 percent stake in Twitter. The world's richest man is now (briefly) the largest shareholder of his favored social media platform. The news once propelled the stock price soaring and became a hot topic for keyboardists.

Musk then began soliciting suggestions on how to improve Twitter, such as voting through Twitter. Twitter's response was to offer Musk a board seat, a move that would allow him to own only 15 percent of the company.

At first, Musk agreed, but he quickly changed his mind.

After refusing to join Twitter's board, Musk quickly updated his filing with the U.S. Securities and Exchange Commission (SEC) to show that he would not play a passive role in corporate affairs, and that he would limit his holding of the company's shares to 14.0%.

In retrospect, this was the first clue he might have tried to do something more impactful, not just buy some shares that served as a board member.

Gaming company Casey Newton isn't the only one who doesn't believe Musk will take Twitter in a hostile way. After the news of Musk's acquisition of 9.1% of Twitter, many people had the idea that Musk might try to buy the entire Twitter. But in the end it came to the conclusion that he had gotten everything he wanted from Twitter, thus ruling out that possibility.

Anyone who has ever bought a home in the market knows two words – "best offer" and "final offer". Musk claims that his plans to buy Twitter are exactly that.

Does this cement his position, or does it force him into a desperate situation? Looking at it now, I'm afraid it's the former. But it's clear he's offering a relatively fair premium to Twitter shareholders — the $44 billion acquisition of a $37 billion company.

Musk said Twitter must be privatized to make the necessary reforms. These include editing capabilities, exposing algorithms, fewer constraints, and a higher barrier to entry for removing offending Tweets.

Musk's $44 billion acquisition of Twitter is behind the scenes

▍ "Poison Pill Plan"

The day after Musk announced plans to buy Twitter, Twitter began plotting their approach to the world's richest man behind the scenes. The company's board of directors decided to adopt the "poison pill plan" to block Musk's acquisition.

The "Poison Pill Plan" is officially known as "Equity Dilution Anti-Takeover Measures". The aim is to discourage the acquirer by allowing the acquirer to increase the cost of the acquisition. Basically, it can be understood as "thank you, but not necessarily".

The Poison Pill Plan includes a new Shareholder Rights Plan that gives certain shareholders the right to buy more shares when Musk or other buyers try to seize control. It also suggests that Twitter's board intends to compete with Musk for exclusive ownership of the company.

On the 14th, Musk proposed to buy Twitter for $54.20 per share in cash, valuing the social media company at $44 billion. Musk said it was his "best and final" bid.

Musk has amassed more than 9 percent of Twitter shares since earlier this year. Twitter's board of directors met on April 21 to review Musk's proposal to determine whether it is in the best interests of the company and all shareholders.

The "Poison Pill Plan" defense strategy gives existing shareholders the right to purchase additional shares at a discounted price, effectively diluting the ownership interests of the adversary. In companies that are attacked by activist investors or are in a state of hostile takeover, "poison pill plan" responses are common.

Musk's $44 billion acquisition of Twitter is behind the scenes

On the morning of April 21, Musk wrote in a securities filing disclosing the takeover offer: "This price is high, and your shareholders will like it." ”

But at least one well-known investor said the bid was too low, and market reaction seemed to agree. Saudi Prince Alwaleed bin Talal said the deal "doesn't come close" to the "intrinsic value" of this popular social media.

Later, Musk said at the TED conference that he wasn't sure if he would "actually be able to make a successful acquisition." His intention was to retain as many shareholders as the law permitted, rather than owning the ownership of the company on his own.

Twitter's shares in New York fell 1.7 percent on the day, and the market thought the deal could be rejected or failed.

On April 4, Musk disclosed his Twitter stake for the first time, making him the largest individual investor. He told the TED conference that he still had a Plan B if Twitter's board rejected the proposal, but he declined to elaborate on the situation.

Earlier in the day, he wrote in his filing that he would reconsider investing if the bid failed. "If the deal fails, considering that I don't have confidence in management and don't believe I can drive the necessary changes in the public markets, I need to reconsider my position as a shareholder."

Twitter held its first plenary meeting after making the acquisition public after Musk made the acquisition public, and it was a strange meeting. After backstreet boys and Aretha Franklin sang for employees, the company said it would continue to evaluate the offer.

Twitter employees were frustrated by the lack of a more detailed response, and they were worried about Twitter's future, as well as the possibility of layoffs.

(Part of this article is a comprehensive report by Automotive News, Bloomberg, Reuters, and The Verge, and some of the images are from the Internet)

Musk's $44 billion acquisition of Twitter is behind the scenes

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