I think Musk has enough info to expose a lot of fraud at Twitter and if they push this he is going to bury them
This is going to be the heart of the issue. Twitter refused to provide Musk with details on fake accounts and the understanding at the time of the deal was that approximately 5% of all users were spam/bots. The merger agreement has a condition that there has not been, and as of the date of closing there will be no, matters that rise to the level of a "material adverse effect" that have not already been disclosed. This language basically means that anything that could reasonably be expected to significantly harm the value of the company would constitute a MAE.
So what is going to happen when Twitter sues for specific performance (i.e., force Musk to acquire the company) is that the court will have to look at the fake user numbers and the data that was never provided to Musk to determine whether the 5% number was close to accurate. If it is, then Musk has to buy the company. If not, and if the court finds that the number of fake accounts is a MAE, Musk walks without having to pay a thing.
The last thing Twitter wants is for their internal user numbers to be made public, and Musk knows this. Musk says that actual number of fake accounts is about 20% of all users, and the court is going to be the one who gets the diligence material to see who is right. I think Musk knows the actual numbers and terminated the deal just so he can destroy Twitter in the courts and through public disclosure of how fake the company is.
He's an effing genius and will end up taking down Twitter without having to pay much (other than legal and advisory fees).
