Ignore the noise. All you need to know is contained in the SEC filing...
Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:
On April 13, 2022, the Reporting Person delivered a letter to the Issuer (the “Letter”) which contained a non-binding proposal (the “Proposal”) to acquire all of the outstanding Common Stock of the Issuer not owned by the Reporting Person for all cash consideration valuing the Common Stock at $54.20 per share (the “Proposed Transaction”). This represents a 54% premium over the closing price of the Common Stock on January 28, 2022, the trading day before the Reporting Person began investing in the Issuer, and a 38% premium over the closing price of the Common Stock on April 1, 2022, the trading day before the Reporting Person’s investment in the Issuer was publicly announced.
The Proposal is non-binding and, once structured and agreed upon, would be conditioned upon, among other things, the (i) receipt of any required governmental approvals; (ii) confirmatory legal, business, regulatory, accounting and tax due diligence; (iii) the negotiation and execution of definitive agreements providing for the Proposed Transaction; and (iv) 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 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 Person may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal.
If the Proposed Transaction is completed, the Common Stock would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange.
The foregoing description is qualified in its entirety by reference to the full text of the Letter, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.
The Reporting Person has engaged Morgan Stanley as its financial advisor.
Neither the Letter nor this Schedule 13D is meant to be, nor should be construed as, an offer to buy or the solicitation of an offer to sell any of the Issuer’s securities.
The Reporting Person intends to review his investment in the Issuer on a continuing basis. Depending on the factors discussed herein, the Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Issuer common stock held by the Reporting Person in the open market or in privately negotiated transactions, and/or may distribute the Common Stock held by the Reporting Person to other entities. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s evaluation of numerous factors, including, among other things, the outcome of any discussions referenced in this Schedule 13D, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Issuer’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, investor’s need for liquidity, and other future developments.
From time to time, the Reporting Person may engage in discussions with the Board and/or members of the Issuer’s management team concerning, including, without limitation, the Proposal, potential business combinations and strategic alternatives, the business, operations, capital structure, governance, management, strategy of the Issuer and other matters concerning the Issuer. The Reporting Person may express his views to the Board and/or members of the Issuer’s management team and/or the public through social media or other channels with respect to the Issuer’s business, products and service offerings.
Musk has trapped the Twitter Board of Directors between a rock (Musk) and a hard place (the Board’s fiduciary duties to its shareholders).
With a legitimate offer filed with the U.S. Securities and Exchange Commission, Twitter’s Board of Directors is compelled by law to study the offer and make a recommendation in the shareholder’s best interests. Either they legitimately uphold their fiduciary duties to Twitter’s shareholders or expose the company, themselves, and their D&O (Directors and Officers) insurance carrier to severe legal consequences.
About that poison pill…
Musk is not seeking to gain control of the Board by purchasing control stock, normally 51% of its outstanding shares; he is offering to purchase the entire company and take it private. Therefore, increasing the number of shares, which will commensurately drive down the stock price, is of little use, and the timing is suspect as it comes after there is a legitimate offer on the table. Moreover, there would be a massive problem with options held by the Board, senior executives, employees, and investors with a higher strike price.
The hedge funds and others also have a fiduciary duty to their shareholders and investors…
Saudi Arabia does not have a favorable free speech policy and murders dissidents -- and any attempted takeover of an American enterprise would come with massive government scrutiny and disapproval. Then there is the question of whether or not Twitter has promoted Saudi interests.
The hedge funds also have a fiduciary duty to their stockholders/investors and cannot use that money to play politics without severe consequences.
This is the essence of the battle…
Elon Musk: “free speech is when someone you don't like is allowed to say something you don't like.
Tyler Winklevoss: The resistance inside Twitter to @elonmusk's attempt to ensure that it is a platform for free speech is alarming. These people are committed to Soviet-style censorship. Their beliefs and ideology are patently un-American. It's time to clean the Augean stables.
The progressive communist democrats need to censor information and cancel dissidents to promote their evil, un-American narrative.
We will have to wait and see how this drama plays out.
We are so screwed.
“Nullius in verba.”-- take nobody's word for it!
“Beware of false knowledge; it is more dangerous than ignorance.”-- George Bernard Shaw
“Progressive, liberal, Socialist, Marxist, Democratic Socialist -- they are all COMMUNISTS.”
“The key to fighting the craziness of the progressives is to hold them responsible for their actions, not their intentions.” – OCS "The object in life is not to be on the side of the majority, but to escape finding oneself in the ranks of the insane." -- Marcus Aurelius “A people that elect corrupt politicians, imposters, thieves, and traitors are not victims... but accomplices” -- George Orwell “Fere libenter homines id quod volunt credunt." (The people gladly believe what they wish to.) ~Julius Caesar “Describing the problem is quite different from knowing the solution. Except in politics." ~ OCS
“The key to fighting the craziness of the progressives is to hold them responsible for their actions, not their intentions.” – OCS
"The object in life is not to be on the side of the majority, but to escape finding oneself in the ranks of the insane." -- Marcus Aurelius
“A people that elect corrupt politicians, imposters, thieves, and traitors are not victims... but accomplices” -- George Orwell
“Fere libenter homines id quod volunt credunt." (The people gladly believe what they wish to.) ~Julius Caesar
“Describing the problem is quite different from knowing the solution. Except in politics." ~ OCS