Elon makes all-cash offer to take Twitter private

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TexAgs91
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8:32a, 4/18/22
AG
Ding Ding Ding Ding!

"Freedom is never more than one election away from extinction"
Fight! Fight! Fight!
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BusterAg
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In reply to will25u • 8:40a, 4/18/22
AG
What a stupid headline.

He sold his personal shares, but the fund he owns 95% of didn't.

This is silly gotcha headline bullcrap.
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nortex97
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In reply to will25u • 8:43a, 4/18/22
AG
So the Saudi sold his shares just months after Khashoggi was killed.
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BusterAg
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In reply to aggiehawg • 8:55a, 4/18/22
AG
aggiehawg said:
Dad said:
aggiehawg said:


Plan B is a tender offer. Let the music start playing and see who gets the chair when the music stops.

First, let me say that I had to google tender offer to know what it means.

If he does a tender offer does that somehow get around this poison pill?
There are different types of tender offers. Will need to see the terms.

ETA:
Quote:
Tender offers provide several advantages to investors. For example, investors are not obligated to buy shares until a set number is tendered, which eliminates large upfront cash outlays and prevents investors from liquidating stock positions if offers fail. Acquirers can also include escape clauses, releasing liability for buying shares. For example, if the government rejects a proposed acquisition citing antitrust violations, the acquirer can refuse to buy tendered shares.

In many instances, investors gain control of target companies in less than one month if shareholders accept their offers; they also generally earn more than normal investments in the stock market.
Link
I'm waiting with baited breath for the 8-K with the shareholder rights plan to come out.

I could see a way that a tender offer could defeat the shareholder rights plan, depending on how each are structured. But, in my mind, it doesn't really even have to defeat it, it just has to create enough uncertainty that it could potentially be defeated.

We are in a weird world here where the value of the company that is being fought over is not really economic, it's polemic. No one in their right mind thinks that Twitter's economic value is ~$40 billion. This is about freedom and the flow of information.

This is the one place where Musk has a bit of an advantage. Wall street has to at least pretend like they are trying to make money. Musk just has to decide what the price of winning is, knowing it will potentially be a value loser.

What if Musk says that he wants to tender an offer to buy all shares from the shareholder plan, should it trigger, for $0.03 cents more than the exchanged value, as long as he gets enough shares to provide him with a controlling interest in the company? Furthermore, put that offer out there sometime after the expiration of the current offer to buy 100% of the controlling interest of the company?

Unless defended, the stock would crash to the exchange value of the rights plan +$.03 in a hurry, I would expect.

That puts Vanguard and the Board in a world of hurt.

I dunno, I'm just spitballing here until the 8-K. This is one of the most interesting business developments from a legal / governance standpoint in a long time.
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BigRobSA
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In reply to Womackster • 8:56a, 4/18/22
Womackster said:
will25u said:

I thought that was Tony Clifton.


Fr. Guido Sarducci !!!!1
"The Declaration of Independence and the US Constitution was never designed to restrain the people. It was designed to restrain the government."
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akm91
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In reply to Im Gipper • 8:58a, 4/18/22
AG
Im Gipper said:
Well crap. If we can't trust a Saudi prince, who can we trust?
Nigerian Prince on line 1.
"And liberals, being liberals, will double down on failure." - dedgod
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Secolobo
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In reply to black_ice • 9:02a, 4/18/22
AG
black_ice said:
BAP Enthusiast said:
aggie93 said:
This makes a LOT of sense as to why the Board is willing to go down in flames to stop Musk from buying Twitter. Their fear of being sued for fiduciary issues may pale in comparison to what might happen when Elon gets his own people in there to look under all the covers. The rabbit hole is likely very, very deep.





Twitter is basically a CIA run operation at this point, this is why they will never allow it to fall into the hands of someone like Musk. I believe the reality is probably much worse than Mike Cernovich is saying here.





Agreed. This is correct.
Gosh, if only we still had the largest thread in texags history…
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Only1BFish
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In reply to BusterAg • 9:28a, 4/18/22
AG
BusterAg said:
What a stupid headline.

He sold his personal shares, but the fund he owns 95% of didn't.

This is silly gotcha headline bullcrap.

Thank you for the distinction, I loathe purposefully misleading headlines, even if they fit a narrative i want to believe.

what in the world is so hard about honesty?

all this crap by both sides just leads to further mistrust by both sides - which i am sure is an objective by some.
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BMX Bandit
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In reply to Secolobo • 9:28a, 4/18/22
Secolobo said:
black_ice said:
BAP Enthusiast said:
aggie93 said:
This makes a LOT of sense as to why the Board is willing to go down in flames to stop Musk from buying Twitter. Their fear of being sued for fiduciary issues may pale in comparison to what might happen when Elon gets his own people in there to look under all the covers. The rabbit hole is likely very, very deep.





Twitter is basically a CIA run operation at this point, this is why they will never allow it to fall into the hands of someone like Musk. I believe the reality is probably much worse than Mike Cernovich is saying here.





Agreed. This is correct.
Gosh, if only we still had the largest thread in texags history…
critically analyze law schools in Texas? or Cubs fan thread?





(Twitter is not a CIA operation, hope that helps)
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hph6203
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9:56a, 4/18/22
AG
Dorsey critical of Twitter board.

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bthotugigem05
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9:59a, 4/18/22
AG
Hatching Twitter is a really good book about the founding of Twitter and how ridiculous it all was. Jack's no saint in the dysfunction either.
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will25u
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10:15a, 4/18/22
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akm91
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In reply to will25u • 10:18a, 4/18/22
AG
Damn, that's savage!
"And liberals, being liberals, will double down on failure." - dedgod
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. . .
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10:21a, 4/18/22

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Ag87H2O
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In reply to will25u • 10:25a, 4/18/22
AG
will25u said:
Musk is so much smarter than these folks it isn't even fair.

I love that he is using tweets like this to make Twitter and its board look like fools and expose how they have been pursuing a personal political agenda as directors and not the financial interests of its shareholders.
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Ags4DaWin
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In reply to hph6203 • 10:26a, 4/18/22
hph6203 said:
Dorsey critical of Twitter board.



I mentioned before that if Dorsey and Elon are as friendly as some people have asserted and combining that with what appeared to be Dorsey's mental decline of late, and his behavior during the Rogan interview that perhaps Dorsey was somewhat of a hostage and being managed by others in control of twitter....the board, or the people who have a vested interest in using twitter as a means to control propaganda and information flow to the masses.

Dorsey's statement here would seem to give that some credence.
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Kenneth_2003
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In reply to will25u • 11:36a, 4/18/22
AG
will25u said:
Combine this tweet with the commentary a few pages back that the board supposedly owns very little Twitter Stock. They're "paid" largely in Twitter Stock. Are the immediately vested and selling instantly?

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FTAG 2000
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In reply to Ag87H2O • 11:51a, 4/18/22
AG
Ag87H2O said:
will25u said:
Musk is so much smarter than these folks it isn't even fair.

I love that he is using tweets like this to make Twitter and its board look like fools and expose how they have been pursuing a personal political agenda as directors and not the financial interests of its shareholders.
I don't think it's that. Jack has been pretty vocally liberal over the years. He's always come across as a true believer.

This feels a lot like the mea culpas of Maher, Rogan, and others who see the absolute **** show of the leftist movement and realize how insane the Dem party and it's masters are.

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Tailgate88
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In reply to Secolobo • 12:01p, 4/18/22
AG
Secolobo said:
black_ice said:
BAP Enthusiast said:
aggie93 said:
This makes a LOT of sense as to why the Board is willing to go down in flames to stop Musk from buying Twitter. Their fear of being sued for fiduciary issues may pale in comparison to what might happen when Elon gets his own people in there to look under all the covers. The rabbit hole is likely very, very deep.





Twitter is basically a CIA run operation at this point, this is why they will never allow it to fall into the hands of someone like Musk. I believe the reality is probably much worse than Mike Cernovich is saying here.





Agreed. This is correct.
Gosh, if only we still had the largest thread in texags history…
The one with all those "conspiracy theories" that keep coming true?
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YouBet
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In reply to hph6203 • 1:13p, 4/18/22
AG
hph6203 said:
Dorsey critical of Twitter board.

Boy, that's wild. He was already scheduled to leave the board at their shareholder's meeting this year but still.
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ravingfans
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In reply to Rockdoc • 1:44p, 4/18/22
AG
Rockdoc said:
Too much corruption, and now we have an idea of what's going on in this country. I fear we are lost.


No need to fear--we ARE lost...
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sharpdressedman
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In reply to Ag87H2O • 2:24p, 4/18/22
Ag87H2O said:
will25u said:
Musk is so much smarter than these folks it isn't even fair.

I love that he is using tweets like this to make Twitter and its board look like fools and expose how they have been pursuing a personal political agenda as directors and not the financial interests of its shareholders.
Emphasis is mine. Yes, he is, but his battle is not with "these folks." It has been elevated to EM vs. the media and federal government establishments. I think it is arguable that his intellect and wealth are no match for the combined resources, power, and determination of the opposition. We'll see what happens.
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will25u
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3:11p, 4/18/22
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Marcus Brutus
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In reply to will25u • 3:14p, 4/18/22
That because that know it's potential goldmine.
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akm91
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In reply to Marcus Brutus • 3:16p, 4/18/22
AG
Marcus Brutus said:
That because that know it's potential goldmine.
Don't know about goldmine but it still would bne much better than the meh performance under current regime.
"And liberals, being liberals, will double down on failure." - dedgod
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techno-ag
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In reply to will25u • 3:41p, 4/18/22
AG
will25u said:


Trump will fix it.
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will25u
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4:05p, 4/18/22
Here is the 8-K.

https://sec.report/Document/0001193125-22-107462/

And an article.

https://nypost.com/2022/04/18/twitters-sec-filing-on-musk-poison-pill-includes-another-420-pot-reference/
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BusterAg
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In reply to will25u • 5:10p, 4/18/22
AG
Here's my take on the rights plan:

If anyone is intending to transfer their shares to Elon, under the rights agreement, they lose their rights.

My take is, Musk can make a tender offer that doesn't trigger unless he acquires 66.4% of outstanding shares. If he does that, then, even if the rights trigger, he controls 50.1% of the outstanding stock, and controls Twitter.

The tender offer may be below his $54 previous offer, and why not?

There's also no reason why his tender offer wouldn't hold a condition that the current board be fired, and that the rights plan be terminated. Then he sets up a proxy war to get the board smoked. The board has no voting power, so no personal defense.
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aggiehawg
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In reply to BusterAg • 5:19p, 4/18/22
AG
Quote:
If anyone is intending to transfer their shares to Elon, under the rights agreement, they lose their rights.
Wait, how would they know he was the buyer? I mean if they just tell their broker to sell?
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BusterAg
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In reply to aggiehawg • 5:33p, 4/18/22
AG
aggiehawg said:
Quote:
If anyone is intending to transfer their shares to Elon, under the rights agreement, they lose their rights.
Wait, how would they know he was the buyer? I mean if they just tell their broker to sell?
Sorry. I should have been more clear.

If he puts out a tender offer, and someone agrees to sell into the tender offer, my read on the Rights Agreement is that the seller (once the tender offer was executed) would become an "acquiring person" and lose their rights under the Rights Agreement. You have to tell your broker you intend to participate, that way people will know if the trigger on the tender offer is met.

The definition of an acquiring person in the Rights Agreement was purposefully made broad to catch anyone that was going to work together with Elon on a nudge-nudge wink-wink basis. I think it is so broad that it catches anyone who agrees to a tender offer.

Musk can make a tender offer with really any trip he wants to. The net effect is that a tender offer only needs to catch 67% of the outstanding shares, and then the rights plan doesn't really matter. Even if everyone that didn't participate in the tender offer gets another share, Musk still owns 50.1% of the voting stock.

Since Musk is the only game in town, he can price the tender offer in such a way as to make the acquisition pretty close to the original $43 billion, I think.
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tysker
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In reply to BusterAg • 5:38p, 4/18/22
AG
Quote:
There's also no reason why his tender offer wouldn't hold a condition that the current board be fired, and that the rights plan be terminated. Then he sets up a proxy war to get the board smoked. The board has no voting power, so no personal defense.
The 'board recommends you for for/against shareholder proposals' language included in these types of proxies/offerings has always been susceptible to internal bias. Funny how people are learning about these sort of conflicts of interest given the notoriety and userbase of the target


eta: This is also different in that the BoD have little to no stake in the company whereas Musk has millions of $ tied up and willing to buy the whole thing a 15-20% premium. Not sure how the BoD survives this either way. Its like they are using their customers users product to influence financial markets. As if TWTRs users product is smarter than investors
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aggiehawg
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In reply to BusterAg • 5:41p, 4/18/22
AG
Quote:
Musk can make a tender offer with really any trip he wants to. The net effect is that a tender offer only needs to catch 67% of the outstanding shares, and then the rights plan doesn't really matter. Even if everyone that didn't participate in the tender offer gets another share, Musk still owns 50.1% of the voting stock.

Since Musk is the only game in town, he can price the tender offer in such a way as to make the acquisition pretty close to the original $43 billion, I think.
Okay.

But is he? You know how these things go, once private equity firms see blood in the water, there is always a feeding frenzy.

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BigJim49 AustinNowDallas
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5:45p, 4/18/22
AG
My guess is that any attempt by the board to stymie Musk is illegal and will be shot down

asap. Where did these ignorant board members come from- Mars?
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BusterAg
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In reply to aggiehawg • 5:50p, 4/18/22
AG
aggiehawg said:
Quote:
Musk can make a tender offer with really any trip he wants to. The net effect is that a tender offer only needs to catch 67% of the outstanding shares, and then the rights plan doesn't really matter. Even if everyone that didn't participate in the tender offer gets another share, Musk still owns 50.1% of the voting stock.

Since Musk is the only game in town, he can price the tender offer in such a way as to make the acquisition pretty close to the original $43 billion, I think.
Okay.

But is he? You know how these things go, once private equity firms see blood in the water, there is always a feeding frenzy.

Based on what?

The underlying economics of Twitter? Uh, nope.
The value of Twitter to control the zeitgeist? Who is going to pay for that?

Twitter is worth about $30 a share without Musk, and is trending down.

People are trying to make money off of Elon's interest. No one else has any plans on transforming Twitter into a viable business. If Musk walks away, everyone loses but the board and a bunch of crying social justice warriors.
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aggiehawg
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In reply to BusterAg • 5:53p, 4/18/22
AG
Quote:
The value of Twitter to control the zeitgeist? Who is going to pay for that?

Twitter is worth about $30 a share without Musk, and is trending down.
Soros alone has wasted billions and billions on far less. If it is about control?
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