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I say he doesnt.

https://www.bloomberg.com/news/arti...rminating-44-billion-deal-to-buy-twitter
He's alleging several material breaches of the agreement, and that usually is grounds for walking from the deal without having to pay a break fee (I haven't read the merger agreement but I've spent 20+ years negotiating these types of deals and I assume the deal provisions are pretty much what any public company deal has).

Usually, if you walk from a deal because you couldn't get regulatory approval, for example, a break fee is due, but when you allege that there was fraud or a significant breach of the material terms of the contract that leave the target with a value far less than originally expected, no break fee is due or payable.

Musk's counsel (Skadden) is very good and I've had to fight them before on mergers...Twitter is in for a heck of a battle.
Not sure, but I think he’s hella smarter than they are and better represented.
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


He might push them to reduce the price based on the number of fake accounts.
Musk knows the US federal government is underwriting libtard Twitter to control the national conversation.

Musk won't pay. Feds won't pursue because exposure. Nothing happens.
Think about it. Why would a guy who actually makes something of value want a piece of Oz's curtain?
Originally Posted by MAC
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).
Id wager Twitter arguably misrepresented what they were offering. Thus Musk withdrawing the offer is justified. Id say no forfit.
[bleep]. All youse guys above are spot on. Unreal.
Originally Posted by ConradCA


He might push them to reduce the price based on the number of fake accounts.

That appears to be a good strategy in this case.
That <5% spam bot claim was not true according to Elon's investigation. He is not going to pay. May get it at a greatly reduced price though.
Originally Posted by Remsen
Originally Posted by MAC
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).
Interesting perspective Remsen. I appreciate your analysis because I don't have much background in the Merger and Acquisition space, and I'm not a lawyer. Your take on this makes sense to me. I'm not really an Elon Musk fan, but I hope he succeeds in this.
Originally Posted by Remsen
Originally Posted by MAC
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).

Yep, and who said 4 years ago Facebook and Twitter would go under, into receivership OR become public Utilities?

Dont tell me I have to go back and dig up and post the Q drop that said that again, Remey. wink

That Q is such a funny larp. grin
Originally Posted by Remsen
Originally Posted by MAC
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).


Thank you for this well thought out analysis.
Originally Posted by Remsen
Originally Posted by MAC
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).
I hope you're right.
Remey and Q are right
Originally Posted by Remsen
Originally Posted by MAC
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).

Musk set a brilliant trap for Twitter and their Board walked right into it.
No matter what the value of Twitter just took a dump.
He also would bring to the table evidence of an open attempt by employees and board members to sabotage the deal and the company.
Now what happens to Twitter's BOD, who collectively owned 77 shares, who lied to the SEC in their previous BS reports.

Ya think their shareholders will sue the pukes?

The fuggers forgot, the Honey Badger hits back 10 X harder.

I think they are going to pay out the ass for blocking the Don.


[Linked Image from i.postimg.cc]
This is the functional equivalent of shrugging and turning to leave when you're haggling with a Mexican shop operating out of a storage unit. Twitter will blink. Musk will get his deal at a good discount.
Originally Posted by Geno67
That <5% spam bot claim was not true according to Elon's investigation. He is not going to pay. May get it at a greatly reduced price though.

I'm not so sure he even wants it.

Bots are worse than fake or duplicate users. Bots are an operational liability. The platform has become a cesspool and needs a massive overhaul.

At this point TWTR is trading at $36. The deal with Musk had him paying $54.

If the market believes that upwards of 20% of twitter's users are bots and that Musk is really out and justifiably so, watch the stock price drop to the low twenties.
Originally Posted by jaguartx
Yep, and who said 4 years ago Facebook and Twitter would go under, into receivership OR become public Utilities?

Dont tell me I have to go back and dig up and post the Q drop that said that again, Remey. wink

That Q is such a funny larp. grin

[Linked Image from i.postimg.cc]
[Linked Image from i.redd.it]
Oh damn! 😂
Good background read for those interested,

"The only way Twitter, with 217 million users, could exist as a viable platform is if they had access to tech systems of incredible scale and performance, and those systems were essentially free or very cheap. The only entity that could possibly provide that level of capacity and scale is the United States Government – combined with a bottomless bank account. A public-private partnership.

If my hunch is correct, Elon Musk is poised to expose the well-kept secret that most social media platforms are operating on U.S. government tech infrastructure and indirect subsidy. Let that sink in.

The U.S. technology system, the assembled massive system of connected databases and server networks, is the operating infrastructure that offsets the cost of Twitter to run their own servers and database. The backbone of Twitter is the United States government."
Somewhat Germaine to the subject,

I heard Clay Travis comment to Jesse Waters that Musk will go through with the purchase though at a lower price. Travis based that on Musk not "pulling out" at any other occasion.


Musk has 9 kids I believe...😆
Originally Posted by Morewood
Good background read for those interested,

"The only way Twitter, with 217 million users, could exist as a viable platform is if they had access to tech systems of incredible scale and performance, and those systems were essentially free or very cheap. The only entity that could possibly provide that level of capacity and scale is the United States Government – combined with a bottomless bank account. A public-private partnership.

If my hunch is correct, Elon Musk is poised to expose the well-kept secret that most social media platforms are operating on U.S. government tech infrastructure and indirect subsidy. Let that sink in.

The U.S. technology system, the assembled massive system of connected databases and server networks, is the operating infrastructure that offsets the cost of Twitter to run their own servers and database. The backbone of Twitter is the United States government."

Great info and post.
Great.

Like the DODs Darfa set up Zuckerberg with Facebook and Dell with the computers, etc.
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?
Originally Posted by Hastings
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?

Well then, it's not what you expect.

It's the same as the 50% of Bidet followers that are Bots. It's to make schietty sows ears look like silk purses.
Originally Posted by jaguartx
Originally Posted by Hastings
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?

Well then, it's not what you expect.

It's the same as the 50% of Bidet followers that are Bots. It's to make schietty sows ears look like silk purses.
Also to deceive advertisers. They are paying to reach so many millions of viewers. Now that millions of accounts are fake, they are being defrauded. Straight up fraud.
Not a law dog but i believe he gets out without paying.

They have hid and lied about their operation since he tendered an offer.

They did not have a good faith effort.
Musk is losing his shirt to destroy Twitter. He already paid about 9 billion dollars for the shares he already owns. He’s going to lose much if not all of that investment. The stockholders will sue and the advertisers will sue. I don’t see Twitter surviving this. The shell that’s left will be sold off for pennies. Facebook is another social media company with huge liabilities from bots and advertising.
Originally Posted by Daveinjax
Musk is losing his shirt to destroy Twitter. He already paid about 9 billion dollars for the shares he already owns. He’s going to lose much if not all of that investment. The stockholders will sue and the advertisers will sue. I don’t see Twitter surviving this. The shell that’s left will be sold off for pennies. Facebook is another social media company with huge liabilities from bots and advertising.

I wouldn’t say Elon is losing his shirt. He’s worth another couple hundred billion, so he should be fine. Your point is valid though. He is making a big investment; one I would argue on our behalf!
Originally Posted by Timbermaster
Originally Posted by jaguartx
Originally Posted by Hastings
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?

Well then, it's not what you expect.

It's the same as the 50% of Bidet followers that are Bots. It's to make schietty sows ears look like silk purses.
Also to deceive advertisers. They are paying to reach so many millions of viewers. Now that millions of accounts are fake, they are being defrauded. Straight up fraud.


Probably shouldn't come as much of a surprise to many as to how common fake accounts and "padding" view counts is on internet entities when number of members/followers and especially viewing activity results in increased number of advertisers = more advertising $$$...

I've watched view counts jump 2 - 3 - 4 - 5 views with each mouse click.
Fun to watch. I’m certain Mysk is way smarter than Parag Agrawal.
Musk will get Twitter for ~27B prior to Labor Day.
Originally Posted by ironbender
Fun to watch. I’m certain Mysk is way smarter than Parag Agrawal.

This. And hes going to put the screws to him.
Originally Posted by plainsman456
Not a law dog but i believe he gets out without paying.

They have hid and lied about their operation since he tendered an offer.

They did not have a good faith effort.

Maybe he didnt like how they treated a Patriot and decided to slam them in a trap knowing he could destroy them for lying in their SEC filings.
I think Mr. Remsen laid out a pretty fair assessment of the situation. Mr. Musk knows the numbers are off. And he knows that Twitter does not want to make the real numbers be known for fear of hurting their business. (Or someone getting smacked for lying to the SEC...). Hence, they protest. But, Mr. Musk will prevail.

Regardless, if you look at TWTR stock price even with the recent price drop, Mr. Musk is still up 10-15% ($300MM) given that he started acquiring the stock well in advance of the announcement date... Not a bad return when the market is down about 20% over the same time period...
Originally Posted by Hastings
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?
The "internet" runs on clicks. When you look at Twitter and see an ad for something you like, and then "click" on that ad, Twitter gets paid for sending you to the advertiser's website. Easiest way for Twitter to make more money is to "invent" or "allow" fake users (bots) that go around the website "clicking" on various ad links to generate additional revenue for Twitter.

Let's say you have been paying Twitter $1,000,000 per month for the past two years for advertising "clicks". Let's say Mr. Musk comes along and demonstrates that Twitter has been ripping you off for $200,000 per month for 20% "fake clicks" generated by their "fake bot users". Would you be just a little bit upset? Would you lawyer up and try to get back the $2.4MMM from Twitter that they stole from you with "fake clicks" ???
Originally Posted by Timbermaster
Originally Posted by jaguartx
Originally Posted by Hastings
If someone can give a short answer that a high school graduate can understand, what is the original purpose of these fake accounts? Is it what I suspect here on the 24HCF where one person answers himself with 2 or more operating names?

Well then, it's not what you expect.

It's the same as the 50% of Bidet followers that are Bots. It's to make schietty sows ears look like silk purses.
Also to deceive advertisers. They are paying to reach so many millions of viewers. Now that millions of accounts are fake, they are being defrauded. Straight up fraud.

Fraud ??! ! With the US gov't as it's backbone? hmmm
Originally Posted by Remsen
Originally Posted by MAC
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).

Remsen has the correct read on this IMO.
Musk is playing twitter.
If twitter has defrauded their advertisers they might be liable for some very large civil judgements. Would Mr. Musk as the new owner have to pay those judgements?
It is funny, but if he forfeits a billion, no big deal. Elon has $270 billion. This forfeiture would be less than one half of one percent of his wealth.

He will literally make it back in a week.

I say Twitter will loose a billion if Musk pulls out. It will also probably bankrupt Twitter, as I'll bet there will be lawsuits against them from shareholders for them not fulfilling their fiduciary duty to them. Even if it costs Musk money to walk away, what does it really cost him in the long run.
Originally Posted by ltppowell
Think about it. Why would a guy who actually makes something of value want a piece of Oz's curtain?
Idiot
Idiot.

What happed to Jack Dorsey? Who told us years ago? What's happening to Twitter. What will happen to Facebook


[Linked Image from i.postimg.cc]

[Linked Image from i.postimg.cc]
More. Yahoo going down and more.

[Linked Image from i.postimg.cc]

China, China, China

Twitter, Google, Facebook, Brennan. Going Down.

[Linked Image from i.postimg.cc]
I wouldn't be surprised If Musk sues them for fraud and ends up with Twitter to boot, if he still wants it.
It's like listening to the audio book version of the Bible backwards.
I want to see more of the “Q alerts” merchandise.

Are they shipped in foil?
Originally Posted by AKwolverine
I want to see more of the “Q alerts” merchandise.

Are they shipped in foil?

Yes they are shipped in foil but they charge extra for that hat...
My guess is his success in court will depend on the politics of the judge he is in front of.
Musk and Biden hate each other so Biden will likely see that the court is stacked so that Musk doesn't have a chance.
Originally Posted by AKwolverine
I want to see more of the “Q alerts” merchandise.

Are they shipped in foil?

Youre like Jell0. It wouldnt do you any good. You've already seen them and you're too stupid to connect the dots.

Looks like Calvin is too. grin
I have no idea OP but given his wealth and seven kids by a few different woman I have no doubt that he’s paid more than a billion when he didn’t pull out🤣

I see it as more of a negotiation tactic also.
Originally Posted by Morewood
Good background read for those interested,

"The only way Twitter, with 217 million users, could exist as a viable platform is if they had access to tech systems of incredible scale and performance, and those systems were essentially free or very cheap. The only entity that could possibly provide that level of capacity and scale is the United States Government – combined with a bottomless bank account. A public-private partnership.

If my hunch is correct, Elon Musk is poised to expose the well-kept secret that most social media platforms are operating on U.S. government tech infrastructure and indirect subsidy. Let that sink in.

The U.S. technology system, the assembled massive system of connected databases and server networks, is the operating infrastructure that offsets the cost of Twitter to run their own servers and database. The backbone of Twitter is the United States government."




Hmmmm?
Get people to eagerly offer up intelligence you couldn't otherwise legally
collect. While making big bucks on advertising and selling the information.


Would be the most economical/effective intelligence operation ever.
Originally Posted by RickyD
Musk and Biden hate each other so Biden will likely see that the court is stacked so that Musk doesn't have a chance.
Biden doesn’t even know who Musk is, hell he doesn’t even know who he his.
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