Author 丨 North Shore
Responsible editor 丨 Cui Liwen
Edit 丨 Chic
Formally shot, wits and courage, frequent pressure on Twitter, and finally broke through the siege to complete the hunt, the world's richest man took only one month.
EST, early morning of April 25.
The wall street journal and the New York Times' real-time news is updated every ten minutes, and the focus is on a globally watched "deal of the century" entering a critical stage of negotiations: the board of social media giant Twitter is in a tense game with Tesla founder Elon Musk over the final details of the acquisition.
Once the hammer was decided, "Iron Man" finally got what he wanted.
According to the official announcement issued by Twitter, Musk will make a wholly-owned acquisition of the company at $54.2 per share, with a transaction value of about $44 billion, which is expected to close in 2022. This means that Twitter, the world's largest social platform, will be delisted from the New York Stock Exchange in the future and become a company privately controlled by Musk.
Twitter officially entered the Musk era.
In mid-March, documents released by the U.S. Securities and Exchange Commission showed musk already owned 73.487 million shares of Twitter, or 9.2 percent of the company's common stock. The move made Musk Twitter's largest single shareholder, while also replacing vanguard group VANGUARD GROUP as Twitter's largest outside shareholder.
In early April, Musk managed to get on Twitter's board, but according to regulations, once he was a member of the board, he could not own more than 14.9% of the shares as an individual shareholder or a member of the group.
In order to further increase its holdings and even acquire Twitter, Musk opted out less than a week after joining the board of directors in a high profile, and his ambitions have laid the groundwork for subsequent acquisitions.
Calculating, from the long-planned to the formal shot, to the wits and courage to put frequent pressure on Twitter, and finally to break through the siege and successfully hunt, the world's richest man only took about 30 days.
And from the final dust settled on the transaction price, it can be seen that in this game of interests, Musk as the biggest winner can be regarded as a proper "long-cherished wish", and the direction of the end game is fully in line with his original vision and acquisition ambitions.
So where will he lead the media giant?
01
Not afraid of "poison pills", crazy "hunting"
The last few hours of the negotiations were very anxious.
Wall Street financial institutions have previously analyzed that the key to deciding whether to finally reach a deal is how Twitter's board measures Musk's bid of $54.2 per share, and if 11 board members can accept this offer, the probability of the transaction being successful will be very high.
In addition, people close to the negotiations also revealed that Twitter's board was previously only willing to accept bids of at least $60 per share, because the company's stock price rose to more than $70 per share last year.
$54.2 per share at a purchase price of $44 billion.
It was the final deal, and overnight, the tech maniac's business magnate finally reached social media from the hard tech space.
Ten years after the start-up, Twitter's board still sold the company, and when it was sold, it was more of a compromise, not only accepting a bid of less than $60, but also the final figure was exactly the same as the price proposed by Musk.
The gates of the Twitter Empire were thus bulldozed.
On Musk's side, it seems to be pushing effortlessly.
On the one hand, it's the banknotes in place. Some people were worried about Musk's small vault before, after all, most of the wealth of the world's richest man is in Tesla stock, and he has to come up with tens of billions of dollars of real money and silver, even if it is a rich and invincible Horse Sect Leader, it is not possible to pull out in a moment and a half.
In a securities filing on Thursday, Musk detailed how he would raise money from investment bank Morgan Stanley and other financial institutions that have promised to provide Musk with up to $13 billion in debt financing, as well as another $12.5 billion in loans that could bind his Tesla stakes. Musk also said he would use another $21 billion in cash to buy the rest of Twitter's stake.
On the other hand, it is the majority shareholder who has been secured. In recent months, Musk has been determined to achieve the fruits of this "hunt", and he has not even shyed away from announcing that if the first phase of negotiations fails, he also has a plan B, meeting privately with several of Twitter's major shareholders to convince them of his bid.
Already, shareholders have chosen to side with Musk: Brenner, who manages growth fund Threat Asset Management LLC, has publicly stated that Musk is a mature and experienced manager who is expected to be a catalyst for Twitter's strong performance. The fund controlled by Brenner owns about 0.4 percent of Twitter and is worth $160 million, but the agency is also a shareholder in Tesla.
Twitter's board of directors is not actually strong.
The 11 board members who decided on the deal barely managed to hold 2.5 percent of their shares, and if you don't count the 2.253 percent of former CEO Jack Dorsey, the remaining 10 people have less than 0.1 percent of their shares combined.
What makes Musk occupy the "people" is that Darcy, as the co-founder of Twitter and the highest personal shareholding, has maintained a very close personal relationship with Musk, and the two are like-minded and sympathetic, and the other party can give Musk absolute support.
The pyramid-tip game is sometimes quite cruel, and under Musk's careful platooning, the final trick that Twitter's board can come up with, that is, their "poison pill plan", is simply vulnerable.
Just this month, in order to "snipe" Musk's $43 billion hostile takeover offer, Twitter's board tried to use the "poison pill plan" to strangle the deal in the cradle. The "poison pill plan" is the familiar anti-takeover measure of equity dilution, which is a defensive measure in the financial sector against hostile takeovers, reducing The attractiveness of Twitter to Musk by diluting the value of the shares in the hands of the acquirer.
In the face of this "poison pill" fed by Twitter, Musk, who has been traversing the rivers and lakes for many years, is not afraid at all. He spent a week to get the money, the shareholders and the board of directors, and even the public opinion, carrying the banner of "freedom of speech" to fight back, frequently putting pressure on the Twitter board, and finally won the acquisition transaction of up to $44 billion.
02
Twitter enters the Musk era
The acquisition was negotiated, and Musk did two things at the first time.
The first was to log into my Twitter account and forward the official Twitter press release. Ending the negotiation battle, Musk could not hide the ecstasy and excitement in his heart, and with just one word of comment, he completely released the excitement that had been suppressed in his heart for a long time, with a series of love, rockets and small stars that rendered the atmosphere, and the three exclamation points that strengthened the tone.
The second is to announce to the world the infinite imagination of the "new Twitter era" and the "freedom of speech is the cornerstone of democratic operation" that blew up the Internet yesterday.
Musk wrote in his tweet that having a broad and inclusive public platform is extremely important for the future of civilization, and Twitter should be a digital city square where things that are vital to the future of mankind can be freely debated.
"I hope that even the fiercest of my personal criticisms will be retained on Twitter, because that's what freedom of speech is all about."
At the same time, in another acquisition statement, he confirmed a series of changes that will be made to Twitter, including strengthening the product with new features, making algorithms open source to increase trust, cracking down on bots that post spam, and verifying the true identity of all logged-in users...
Without being an influencer as a boss, what is musk's purpose in acquiring Twitter? This is one of the most concerned topics in the industry after Musk became The largest shareholder of Twitter.
At present, Musk has not said much about the reasons for his acquisition, but at least, on the surface, free speech is an important vision of his "Twitter Republic".
From the series of operations after the announcement of Musk's acquisition, it can be seen that promoting free speech has become the main line of change for Twitter to enter the "Musk era", and the domineering president who is omnipotent in "heaven and earth" is approaching his ultimate goal for Twitter step by step.
Such an approach is also in line with Musk's "crazy" style all along, things that are not accustomed to seeing, never used to it, since it is intolerable, then go straight to the subject, take up arms and unveil the pole. Just to achieve the goal of "free speech", Musk has been brewing for a long time.
The time goes back a month.
Musk, who squeezed into the board, conducted a survey through Twitter, and the focus of the investigation was whether Twitter should add an "edit button". Under pressure from Musk, Twitter later announced a new plan to test an editorial feature internally, and development work began last year, just before "certain online polls were conducted," which Musk had previously launched in a free speech survey.
Looking back further, Musk whined a tweet at the beginning of the year, questioning Twitter's existing free speech standards that are not clear enough, and calling on Twitter to disclose its big data algorithms. Interestingly, Musk's tweet was also retweeted by the former head of Twitter, Darcy, yes, the above-mentioned Twitter co-founder who holds a high stake and has a close personal relationship with Musk.
Here comes another dark line.
The industry generally believes that his best friend Darcy was driven out of a "palace fight" and withdrew from the board of directors, as strong as Musk of course indignant, coupled with the new head of Parag Agrawal (Parag Agrawal) formulated a strategic approach contrary to Musk's views, which also forced the Silicon Valley Iron Man to lie tens of billions for his friends.
A few months ago, Musk had taunted Agravar on Twitter, but he knew that the best way to change the status quo was to overthrow it with strength or change it with capital.
Freedom of speech is two sides of the same coin.
It is precisely because of the existence of its B-side that it will be used by people with hearts, and even has long been eager to move. In Musk's user dictionary, he usually prefers to "pause" rather than "permanent ban", and public opinion is currently generally concerned about the retention of former US President Trump's relevant accounts and the acquisition of Twitter, which also allows Trump to rejoin Twitter to provide more convenient soil.
In fact, less than half a day after Musk joined the board, some Republicans hoped that the richest man in Silicon Valley would take the lead in restoring Trump's social media account on Twitter.
Twitter has been criticized by many as "conservative" and "biased" because of the Trump incident, and the social media even temporarily froze the official account of the New York Post during the presidential campaign, only because the latter reported negative reports on candidate Biden.
Only this time, Trump took a stand for himself.
Just yesterday, Trump said that he will join the new social media platform TRUTH Social as planned, and currently has no plans to return to Twitter, even if Musk invites him to return to Twitter, he will not go back.
However, the refusal now does not mean that there will be no changes in the future, wall Street analysts believe that in the social Internet platform is increasingly monopolistic and unicorn, if Trump's TRUST Social finally fails, it is not impossible to return to Twitter.
03
Fuxi? Woe?
Twitter plans to release its first quarter of fiscal 2022 results around April 28, and in light of the acquisition just announced recently, the company will no longer accept any form of interview and conference call until the earnings report is released.
Although the latest financial report has not yet been released, but vertically, Twitter's operating performance in these years is indeed not a contention, "hate iron is not steel", which seems to have become a true portrayal of investors' confidence in Twitter.
The company has lost $220 million in fiscal 2021, and the timeline is pushed forward, and the loss in 2020 is even as high as $1.14 billion, and five of the past seven years have been losing money, which is indeed the expectation of negative investors.
This is a topic that the industry is more concerned about, no matter how Musk calls for freedom of speech and discourse boundaries, Twitter, as a commercial company, will eventually return to the reality of profitability, rather than the "ideal country" hanging in mid-air.
After U.S. hedge fund giant Elliott Management took a stake in Twitter in 2020, Twitter announced several more aggressive reform goals, including increasing user growth and doubling its annual revenue by 2023.
After the success of the acquisition, Musk needs to reshape not only Twitter's old values, but also from a business and management perspective, so that Twitter can achieve a new breakthrough in cash flow and revenue as soon as possible.
The industry has other concerns about the deal.
For example, the problem of energy.
The Silicon Valley Iron Man current leader tesla, rocket company SpaceX, brain-computer interface and chip technology Neuralink, and the American infrastructure and tunnel construction company Boring Company, even with three heads and six arms, are difficult to take into account. If you add a social media monster like Twitter, I am afraid that Musk's own time and energy have already approached the extreme.
Perhaps Musk needs a reliable and versatile second-in-command executive on Twitter, just as he did with President Gwynne Shotwell at SpaceX.
Darcy, who left the CEO due to Twitter's internal disputes, may be a better choice, he is the co-founder of Twitter, and Musk has enough tacit understanding, and insiders have revealed that he has changed his current company title from CEO to "Block Head", which is a signal to return to Twitter.
Another example is layoffs and relocations.
Twitter's programmers may not be most concerned about how to implement new values after the company changes owners, but the potential layoff possibilities in front of them. Some Wall Street analysts even revealed that the possibility of Musk moving Twitter's headquarters to Austin, Texas is not ruled out .
On the one hand, there are more prominent labor advantages and infrastructure space than California, and there is the University of Texas at Austin as a source of talent.
On the other hand, Musk has also relocated Tesla to Texas, where he believes that the entrepreneurial atmosphere there is more in line with his DNA, if Twitter also moves to Texas in the future, it means that the company is facing a major change of personnel.
There is also the management mode.
Musk's role has always been that of a wild innovator or a challenger who likes to throw out strange ideas, traits and his paranoid style are not necessarily good for Twitter.
Some Twitter engineers have revealed that Musk's recent "beautiful vision" of algorithm open source, cracking down on spam-spam robots and verifying the true identity of all logged-in users is very full of ideals, but the reality is very bone -
These ideas have their own barriers and practical difficulties in implementation, or they are related to user experience, or information and network security, if Musk insists on going his own way, many extreme decisions or instructions will bring "new disasters" to the company.
North Shore
A sommelier who doesn't love cars
Not a good editor.
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