Twitter sues Elon Musk to keep $44B takeover on track
Elon Musk said last week he was terminating the deal he made to buy Twitter because the social media platform violated the agreement. On Tuesday, Twitter sued the Tesla and SpaceX founder and asked a Delaware court to order him to complete the original merger. (Dado Ruvic/Reuters)
Twitter Inc. sued Elon Musk on Tuesday for violating the $44-billion US deal to buy the social media platform and asked a Delaware court to order the world's richest person to complete the merger at the agreed $54.20 per Twitter share, according to a court filing.
"Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away," said the lawsuit.
On Friday, Musk said he was terminating the deal because Twitter violated the agreement by failing to respond to requests for information regarding fake or spam accounts on the platforms, which is fundamental to its business performance.
Musk, who is the chief executive officer of electric vehicle maker Tesla Inc., did not immediately respond to a request for comment.
The lawsuit accused Musk of "a long list" of violations of the merger agreement that "have cast a pall over Twitter and its business."
Twitter also accused Musk of "secretly" accumulating shares in the company between January and March without properly disclosing his substantial purchases to regulators, and said he "instead kept amassing Twitter stock with the market none the wiser."
Shares of the social media platform closed at $34.06 on Tuesday, up 4.3 per cent, but sharply below the levels above $50 where it traded when the deal was accepted by Twitter's board in late April. The stock added another one per cent after the bell.
Musk said he was terminating the merger because of the lack of information about spam accounts and inaccurate representations that he said amounted to a "material adverse event." He also said executive departures amounted to a failure to conduct business in the ordinary course — although Twitter said it removed that language from the merger contract during negotiations.
Twitter also said it did not share more information with Musk regarding spam accounts because it feared he would build a competing platform after abandoning the acquisition.
Twitter called the reasons cited by Musk a "pretext" that lacked merit and said his decision to walk away had more to do with a decline in the stock market, particularly for tech stocks.
Tesla's stock, the main source of Musk's fortune, has lost around 30 per cent of its value since the deal was announced and closed on Tuesday at $699.21.
In a separate filing, Twitter asked the court to schedule a four-day trial in mid-September.
Twitter may have advantage
Legal experts have said that from the information that is public Twitter would appear to have the upper hand.
"In its complaint Twitter is taking a strong position that Musk had a case of buyer's remorse — and that, and not bots, is the reason for his decision to walk away from the deal," said Brian Quinn, an associate professor at Boston College Law School. "The facts Twitter presents here make an extremely strong argument in favour of Twitter getting this deal closed."
Musk is among Twitter's most-followed accounts and the lawsuit included images of several of his tweets, including a poop emoji, that the company said violated the merger's "non-disparagement" clause.
Musk tweeted the emoji on May 16 in response to a pair of tweets by Twitter CEO Parag Agrawal, explaining the company's efforts to fight spam accounts.
It also included an image of a text message Musk sent Agrawal after Twitter sought on June 28 reassurances about Musk's financing for the deal.
"Your lawyers are using these conversations to cause trouble," Musk texted to Agrawal. "That needs to stop."
Twitter noted that after Musk said he was terminating the deal, he sent tweets on Monday that Twitter said suggested his requests about spam were part of a plan to force spam data into the public sphere.
"For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke," the lawsuit said.