The offer is for all cash consideration valuing the common stock at $54.20 per share, a 54 per cent premium over the closing price of Twitter on January 28, 2022, the trading day before Musk began investing in the company.
This is a 38 per cent premium over the closing price of Twitter on April 1, 2022, the trading day before Musk’s investment in the Issuer was publicly announced.
Detailing the above to the Securities and Exchange Commission (SEC), Musk said the offer is non-binding and, once structured and agreed upon, would be conditioned upon four things: the receipt of any required governmental approvals; confirmatory legal, business, regulatory, accounting and tax due diligence; the negotiation and execution of definitive agreements providing; and completion of anticipated financing.
“There can be no assurance that a definitive agreement with respect to the Proposal will be executed or, if executed, whether the transaction will be consummated. There is also no certainty as to whether, or when, the Issuer may respond to the Letter, or as to the time table for execution of any definitive agreement. The Reporting Person (Musk) reserves the right to withdraw the Proposal or modify the terms at any time including with respect to the amount or form of consideration. The Reporting PersonA may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal,” Musk’s SEC filing said.
“If the Proposed Transaction is completed, the Common Stock would become eligible for termination of its registration and would be delisted from the New York Stock Exchange.”
Musk attached to the SEC an extraordinary indictment of Twitter’s present managerial leadership by way of his letter to the company’s Chairman Ed Taylor.
“Since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company. As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder. Twitter has extraordinary potential.A I will unlock it,” Musk wrote to Taylor.