Twitter Sues Elon Musk Over $44 Billion Merger Agreement

Twitter has sued SpaceX CEO Elon Musk, trying to force him to complete his $44 billion (€43 billion) takeover of the social media company by accusing him of “outlandish” and “bad faith” actions that have caused the platform irreparable harm and “wreaked havoc” on its stock price.

Twitter filed suit against Elon Musk in the Delaware Court of Chancery on Tuesday after Musk said he was ending his deal to buy Twitter last week, citing Twitter bots as the reason and claiming that the company did not give him the information hea needed to evaluate the deal.

Back in April, Musk pledged to pay $54.20 9€53) a share for Twitter, which agreed to those terms after reversing its initial opposition to the deal. But the two sides have been bracing for a legal fight since the billionaire said Friday that he was backing away from his agreement to buy the company.

“Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests,” reads the lawsuit.
“Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, 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,” the suit stated.

As part of the April deal, Musk and Twitter had agreed to pay each other a $1 billion (€996,000) breakup fee if either was responsible for the deal falling through. The company could have pushed Musk to pay the hefty fee but is going farther than that, trying to force him to complete the full $44 billion purchase approved by the company’s board.

“Oh the irony lol,” Musk tweeted after Twitter filed the lawsuit, without explanation.

“The arguments and evidence laid out by Twitter are compelling and likely to get a receptive ear in the Delaware court, which doesn’t look kindly on sophisticated buyers with highly-paid legal advisers backing off of deals, said Brian Quinn, a law professor at Boston College,” Analyst said.

“They make a very strong argument that this is just buyer’s remorse,” Quinn said. “You have to eat your mistakes in the Delaware Chancery Court. That’s going to work very favorably for Twitter”.

Similarly, the company charges that Musk operated in bad faith, accusing him of requesting company information in order to accuse Twitter of providing “misrepresentations” about its business to regulators and investors.

Musk “has been acting against this deal since the market started turning, and has breached the merger agreement repeatedly in the process,” the suit charged.

“He has purported to put the deal on ‘hold’ pending satisfaction of imaginary conditions, breached his financing efforts obligations in the process, violated his obligations to treat requests for consent reasonably and to provide information about financing status, violated his non-disparagement obligation, misused confidential information, and otherwise failed to employ required efforts to consummate the acquisition”.