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Twitter Board Says It Plans to ‘Enforce’ Musk Merger Agreement

33 points by _qzu4 4y ago

vehementi 4y ago
JPM and GS have a $100M incentive between them to make this go through, sheesh
- klyrs 4y ago
  Don't they have major stakes in Twitter? Spending $100M to collect a $44B bill doesn't sound entirely foolish to me.
  - vehementi 4y ago
    Yeah? I am not sure I was saying different. It makes sense and those firms will go get dat monay and laugh at Elon's moaning about how he misread the SEC filings
    - klyrs 4y ago
      On second reading, I find that I misunderstood your comment.
MR4D 4y ago
- User23 4y ago
  Fraud vitiates everything.
  - AustinDev 4y ago
    Indeed, and I think 5% bots in the DAU and MAU numbers is very conservative. I used to work in this space a decade ago and specifically looked at Twitter and our research was far above that. Maybe it has gotten better but I doubt it looking at any tweet I see linked.
    - vehementi 4y ago
      Disagree. Twitter takes "monetizable daily active users", defined as logged in users that are triggering ad views. Not users who post, or anything like that. Just users logged in. They pegged it at under 5%. They also included giant fucking disclaimers in the SEC filings that the real number could be higher. The random groups that have tried to measure bots, have measured 9-20% of *users who posted recently* as bots. We know that most users are lurkers by like a factor of 10x, I take this as strong support of twitter's <5% mDAU number. Those independent estimators wouldn't even know how many twitter counts as monetizable. Remember that their number is about percent of users causing revenue that are bots. Not amount of fake discourse, etc. The whole "but the bot percent!" is just distraction. Musk is trying to get out of the deal, or at least pay a shitload less, after noticing that the markup he's paying has grown by like $9 billion.
      - rdtwo 4y ago
        It’s a huge L to close the deal. Hes better off dragging it out and taking the stock down with it
- matthewdgreen 4y ago
  Elon isn't going to win any legal case over fraud, his best outcome is to (1) drag a case out for a long time before paying something substantial, with the cost that (2) nobody will ever trust Elon Musk in any major business transaction again. Better to find another partner than risk Elon Musk inventing fraud allegations and blowing you up.
  - MR4D 4y ago
    Im thinking a bit more outside a straight fight. Think creatively for a second - class action lawsuits, SEC investigations, etc. Elon won’t even have to fight the battle let alone win it. Others may (note “may”, not “will”) do it for him. EDIT: Here’s one finding on fraud in an M&A transaction that also adds to Elon’s leverage: https://www.huntonak.com/en/insights/de-court-addresses-fraud-claims-in-manda-no-recourse-transaction.html https://www.huntonak.com/en/insights/de-court-addresses-frau...
    - monkeydreams 4y ago
      Elon's conduct and prior tweets will likely come back to bite him if a) Twitter can demonstrate Elon had already assumed a level of bot activity on Twitter and b) that he knew this prior to making his offer. If my memory serves me I think Elon has previously commented negatively on Twitter's management of bot accounts. This, combined with Elon's apparent lack of willingness to engage in a professional and appropriate manner (i.e. his willingness to publicly disparage Twitter during negotiations and closure, and to respond to what appear to be good-faith responses with childish responses like poop emojis) along with his past behaviour, suggest to me that a judge might find it difficult to believe that Elon entered into the purchase contract in good faith and instead might find it easier to believe that he was entering into the agreement in order to extract value from Twitter at Twitter's expense.
  - moralestapia 4y ago
    Yup, I think Musk has a lot more to lose here than Twitter. I don't sympathize with Twitter, at all, I truly hope it disappears one day. But this is a bit too much for Musk. The pedo tweet, the "funding secured" incident, then this, coupled with his erratic behavior overall. No one would ever trust or want to do business with him again. Btw, he's not screwing up just Twitter, but also all other banks and investors that went along with this bid. Musk is rich but he's not "40B in cash" rich, next time he goes to Morgan Stanley or any of the big banks asking for leverage he won't be as well received.

33 points by _qzu4 4y ago

vehementi 4y ago

JPM and GS have a $100M incentive between them to make this go through, sheesh

klyrs 4y ago
Don't they have major stakes in Twitter? Spending $100M to collect a $44B bill doesn't sound entirely foolish to me.
- vehementi 4y ago
  Yeah? I am not sure I was saying different. It makes sense and those firms will go get dat monay and laugh at Elon's moaning about how he misread the SEC filings
  - klyrs 4y ago
    On second reading, I find that I misunderstood your comment.

MR4D 4y ago

User23 4y ago
Fraud vitiates everything.
- AustinDev 4y ago
  Indeed, and I think 5% bots in the DAU and MAU numbers is very conservative. I used to work in this space a decade ago and specifically looked at Twitter and our research was far above that. Maybe it has gotten better but I doubt it looking at any tweet I see linked.
  - vehementi 4y ago
    Disagree. Twitter takes "monetizable daily active users", defined as logged in users that are triggering ad views. Not users who post, or anything like that. Just users logged in. They pegged it at under 5%. They also included giant fucking disclaimers in the SEC filings that the real number could be higher. The random groups that have tried to measure bots, have measured 9-20% of *users who posted recently* as bots. We know that most users are lurkers by like a factor of 10x, I take this as strong support of twitter's <5% mDAU number. Those independent estimators wouldn't even know how many twitter counts as monetizable. Remember that their number is about percent of users causing revenue that are bots. Not amount of fake discourse, etc. The whole "but the bot percent!" is just distraction. Musk is trying to get out of the deal, or at least pay a shitload less, after noticing that the markup he's paying has grown by like $9 billion.
    - rdtwo 4y ago
      It’s a huge L to close the deal. Hes better off dragging it out and taking the stock down with it
matthewdgreen 4y ago
Elon isn't going to win any legal case over fraud, his best outcome is to (1) drag a case out for a long time before paying something substantial, with the cost that (2) nobody will ever trust Elon Musk in any major business transaction again. Better to find another partner than risk Elon Musk inventing fraud allegations and blowing you up.
- MR4D 4y ago
  Im thinking a bit more outside a straight fight. Think creatively for a second - class action lawsuits, SEC investigations, etc. Elon won’t even have to fight the battle let alone win it. Others may (note “may”, not “will”) do it for him. EDIT: Here’s one finding on fraud in an M&A transaction that also adds to Elon’s leverage: https://www.huntonak.com/en/insights/de-court-addresses-fraud-claims-in-manda-no-recourse-transaction.html https://www.huntonak.com/en/insights/de-court-addresses-frau...
  - monkeydreams 4y ago
    Elon's conduct and prior tweets will likely come back to bite him if a) Twitter can demonstrate Elon had already assumed a level of bot activity on Twitter and b) that he knew this prior to making his offer. If my memory serves me I think Elon has previously commented negatively on Twitter's management of bot accounts. This, combined with Elon's apparent lack of willingness to engage in a professional and appropriate manner (i.e. his willingness to publicly disparage Twitter during negotiations and closure, and to respond to what appear to be good-faith responses with childish responses like poop emojis) along with his past behaviour, suggest to me that a judge might find it difficult to believe that Elon entered into the purchase contract in good faith and instead might find it easier to believe that he was entering into the agreement in order to extract value from Twitter at Twitter's expense.
- moralestapia 4y ago
  Yup, I think Musk has a lot more to lose here than Twitter. I don't sympathize with Twitter, at all, I truly hope it disappears one day. But this is a bit too much for Musk. The pedo tweet, the "funding secured" incident, then this, coupled with his erratic behavior overall. No one would ever trust or want to do business with him again. Btw, he's not screwing up just Twitter, but also all other banks and investors that went along with this bid. Musk is rich but he's not "40B in cash" rich, next time he goes to Morgan Stanley or any of the big banks asking for leverage he won't be as well received.