The Elon Musk purchase of Twitter is a done deal.
Twitter, Inc. (NYSE: TWTR) today announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company.
Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter's closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board conducted a thoughtful and comprehensive process to assess Elon's proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter's stockholders."
Parag Agrawal, Twitter's CEO, said, "Twitter has a purpose and relevance that impacts the entire world. Deeply proud of our teams and inspired by the work that has never been more important."
"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," said Mr. Musk. "I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it."
Which raises the question of what happened to make Twitter's Board of Directors pull a 180 and all, as the deal was off as of late last week.
What happened was Republican thuggery.
A group of 18 House Republicans is asking Twitter’s board to preserve all records related to Elon Musk’s offer to buy the company, setting up a potential congressional probe should the party win back the majority this fall.
In letters shared exclusively with CNBC, Republicans on the House Judiciary Committee asked Twitter Board Chairman Bret Taylor and other members of the board to preserve any messages from official or personal accounts, including through encryption software, that relate to Twitter’s consideration of Musk’s offer.
“As Congress continues to examine Big Tech and how to best protect Americans’ free speech rights, this letter serves as a formal request that you preserve all records and materials relating to Musk’s offer to purchase Twitter, including Twitter’s consideration and response to this offer, and Twitter’s evaluation of its shareholder interests with respect to Musk’s offer,” said the letter, led by ranking member Jim Jordan, R-Ohio.
“You should construe this preservation notice as an instruction to take all reasonable steps to prevent the destruction or alteration, whether intentionally or negligently, of all documents, communications, and other information, including electronic information and metadata, that is or may be potentially responsive to this congressional inquiry,” the letter continued.
The request signals that should Republicans take back the majority in the House in the 2022 midterm elections, they may launch an investigation into Twitter, especially if the company declines to take the offer from Musk, who’s CEO of Tesla and SpaceX. Under Republican control, the House Judiciary Committee could decide to subpoena records about the board’s internal deliberations.
It’s not the first time Twitter has caught the attention of Republican lawmakers.
The platform has become a focal point for some conservative members who’ve charged that Twitter unfairly removes or moderates posts on ideological grounds. Twitter has denied doing so and says it enforces standards based on its community guidelines.
In the letter to Taylor dated Friday, the lawmakers wrote: “Decisions regarding Twitter’s future governance will undoubtedly be consequential for public discourse in the United States and could give rise to renewed efforts to legislate in furtherance of preserving free expression online. Among other things, the Board’s reactions to Elon Musk’s offer to purchase Twitter, and outsider opposition to Musk’s role in Twitter’s future are concerning.”
In other words, House Republicans told Twitter on Friday that if they didn't sell to Musk, they would face a congressional investigation when the GOP took the House back next year.
So they sold to Musk.
Here endeth the lesson.
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