Twitter Inc published its account on Tuesday of its deal negotiations with Elon Musk, showing he opted out of asking the questions about the social media company’s business he has now cited in declaring the $44 billion acquisition is “on hold.”
The account, published in Twitter’s proxy statement that outlines what shareholders need to know to vote on the deal, paints a picture of Musk in a rush to clinch a deal and makes no mention of threats he has tweeted about not going ahead with the deal if he does not get to the bottom of how many spam accounts the platform has.
Musk negotiated the Twitter deal over the weekend of April 23 and April 24 without carrying out any due diligence, the proxy statement shows.
Since signing the deal on April 25, Musk has questioned the accuracy of Twitter’s public filing about spam accounts representing less than 5% of its user base, claiming they must be at least 20%. This is despite Twitter stating that its filings provide just estimates.
Musk tweeted on Tuesday that Twitter chief executive Parag Agrawal has refused to show proof for his company’s estimate and that the deal cannot move forward until he does. Twitter’s proxy statement shows that in the run-up to the deal Musk made no effort to get information about the issue.
“Mr. Musk did not ask to enter into a confidentiality agreement or seek from Twitter any non-public info regarding Twitter,” Twitter said in its proxy statement.
Legal experts have said Musk would likely lose in court if he tried to walk away from a deal. But they say that any litigation would likely be protracted and cast uncertainty over Twitter’s business. Most companies that have prevailed in court over their acquirers have ended up negotiating financial settlements.
Musk is contractually obligated to pay a $1 billion break-up fee if he does not complete the deal, but Twitter can sue for “specific performance” to force Musk to complete a deal and get a settlement from him as a result.
Twitter said on Tuesday it remained committed to the deal at the agreed price and expected it to be completed in 2022.