Musk's "bargain on delivery" Playing is a failure! Forced to acquire Twitter to create a US version of WeChat? ...

World's richest man Musk（Elon Musk）And Twitter（Twitter）It is reported that an agreement has been reached on the value of this440The $100 million acquisition case is nearing completion. The US Securities and Exchange Commission has received information from TeslaCEOIn the letter, Musk's lawyer wrote: Musk's side plans to follow this year's plan4month25The terms of the agreement are completed for the acquisition of Twitter, provided that the Delaware court suspends Twitter's lawsuit against Musk.

Twitter has received a letter from Musk stating that the company intends to offer per share54.2The transaction is completed at the price of US dollars.10month4Japanese and American stocks closed, with Twitter rising along the trend22.2%Report51.3dollar/Stocks.

Musk's Twitter acquisition is definitely considered a "love and kill" soap opera。 This tug of war began this year4month25At that time, Twitter announced that it had agreed to Musk's acquisition request and planned to offer a per share54.2USD, total price440Sell Twitter to Musk for billions of dollars. But here we are7month8On the day, Musk sent a lawyer's letter to Twitter, stating that Twitter had violated multiple terms of the acquisition agreement, and Musk would also terminate the acquisition plan.

Twitter is not satisfied with Musk's sudden withdrawal10The $100 million "breakup fee" directly brought Musk to the commercial court in Delaware（Dalaware Chancery Court）Both parties were originally scheduled to10month17I filed a lawsuit in Delaware.

Musk's chances of winning in court are slim

Analysis has pointed out that Musk's use of Twitter to cover up "fake account numbers" as a lame excuse to terminate transactions is difficult to convince judges. If the lawsuit is advanced, Musk's extensive communication records about the Twitter acquisition case will also be made public as testimony. Therefore, "appeasing" at this time can help Musk avoid various subsequent troubles and prevent the "silent and persistent" Iron Man from getting into a bigger public opinion storm.

Musk previously stated in a letter to Twitter that the company's false statements about "robot accounts" may have a "significant adverse impact（MAE material adverse effect）”This will enable him to abandon the acquisition according to the terms of the contract.

The Delaware court will have a "significant adverse effect（MAE）”A dramatic unexpected event that is seen as causing long-term damage to the company's performance. But the contract transactions between Musk and Twitter are very standardized, so it is difficult to be judged as“MAE”。

In history, becauseMAEAnd the triggered acquisition failed only once: German healthcare companyFresenius Kabi AGstay2018In the year of, the acquisition of generic pharmaceutical manufacturersAkorn Inc。 Court rulingAkorntowardsFreseniusThe document conceals the fact of deteriorating performance.

Legal experts generally believe that Twitter is currently the clear winner of this lawsuit, mainly because Musk gave up due diligence before agreeing to the transaction and the acquisition agreement gave Twitter the right to sue him.

However, for a company of the same size as Twitter, even if Musk's probability of winning this lawsuit is very small, it will still have fatal consequences for Twitter. For this reason, most failed acquisitions are ultimately resolved through negotiation, and the solution is for the acquiree to lower their prices.2020Year, PartyLVMHAcquisition of a jewelry companyTiffanyAt one point, both sides resorted to court, and ultimatelyTiffanyAgree to reduce the price3%Thereby avoiding the final litigation and judgment.

investment companyWedbushAnalyst Dan Ives（Dan Ives）The probability of Musk winning in court is extremely low: "Having a long and ugly court battle in Delaware and ultimately being forced to reach a deal is unacceptable to Musk, and pushing the deal forward instead can avoid larger legal issues

However, some analysts believe that this may be the "procrastination law" adopted by Musk to delay the trial. Andrew Jennings, Professor at Brooklyn Law School（Andrew Jennings）Twitter is concerned that Musk's proposal is just a delaying strategy, so it "will not abandon the trial just because Musk's words - it needs more certainty to decide whether to withdraw the lawsuit

The world's richest man also plays with the 'receiving knife'

Musk, this year4Month, planned to start with440A comprehensive acquisition of Twitter for one billion US dollars. But just before the transaction, Musk attempted to negotiate and lower the acquisition price, but was rejected by Twitter.

According to insiders, a few weeks after announcing the acquisition of Twitter, Musk sent representatives to contact multiple times, hoping to complete the transaction again at a lower price, with the most ruthless demand for a discount of30%This also means that we have fought7After discount, Twitter's acquisition price will vary from440Billion dollars fell to310Yiyi, Twitter rejected this proposal on the same day.

Even in the past week, Musk still hopes Twitter can call him9Fold396The acquisition was completed at a price of one billion US dollars. But there has been no progress in the bargaining between the two sides. As of this Wednesday, Twitter's market value is approximately392USD100mn

Adam Badawi, a law professor at the University of California, Berkeley（Adam Badawi）The initial agreement between the two parties was a very favorable agreement for the seller, and it was difficult for the buyer to withdraw. Musk had realized that even if he went to court, the ultimate outcome would likely be that he was forced to54.2The acquisition is completed at a price of US dollars

What is the proportion of robot accounts on Twitter

The biggest difference between Musk and Twitter is the proportion of robot accounts in Twitter. Twitter stated in its submission to regulatory authorities that the number of robot accounts on the platform does not exceed the total number of accounts5%But Musk has repeatedly tweeted that this number is much higher, at least20%。 And Ma Dazui once claimed that the robot's number has reached“80%Above.

At the end of last month, during a three-hour hearing in a Delaware court, Twitter lawyer Bradley Wilson（Bradley Wilson）State to the judge: Musk's words have never been substantiated, as he has always surpassed Twitter's robot account5%For the reason of threatening to give up the acquisition, but Musk has never confirmed this.

Musk's team has been hoping to push Twitter to provide more in-depth and extensive information in court, including a series of employee communications and internal emails, as well as direct monitoring of robot accounts. The court found that the Musk team's requirements were too broad, so they only agreed to some of the requirements and only left them5Days later, let the Musk team prove in court that "the proportion of robot numbers is much higher than the data provided by Twitter to Musk".

Wilson told the judge that Musk hired two data advisors fromCounterActionAccording to the file, these two data experts have7The evaluation made at the beginning of the month shows that the proportion of robot accounts on Twitter is5.3%and11%Basically consistent with the numbers previously disclosed on Twitter.

Twitter's lawyer representative also requested the court to force Musk to provide specific methods and data for calculating robot accounts. So far, Musk has only vaguely disclosed some details. Twitter accused Musk of constantly "delaying and hindering" in the past two months, but Musk's lawyer denied this claim.

Musk Building WeChat in the United States

According to Musk's personal tweet, there is another possibility of his "soft" acquisition of Twitter: "accelerating the creation of omnipotenceAPP X。”Musk also added that the acquisition of Twitter may haveXThe project was advanced three to five years, but "I could also be wrong

However, Musk's "omnipotentXApplication "seems to have been inspired by WeChat. stay6At a meeting with Twitter employees, Musk stated that the Twitter platform should be more like China's WeChat, an application that supports real-time communication, social media, and mobile payments. Musk was once acceptingThe VergeDuring the interview, he said, "Living in China, basically having WeChat is enough. If we can reproduce this on Twitter, then we will achieve great success

The winners and losers behind this acquisition

Number one loser: Musk

In this acquisition case that took more than six months, the dust is about to settle. In terms of acquisition funds, Musk himself is one of the biggest losers,WedbushDan Ives compared Musk's acquisition toI bought one at the price of caviar2Pizza in US dollars.

The world's richest man's "backtracking" in the Twitter acquisition case is about to become a rare failure, and his own situation is also better than4The month is much worse. This TeslaCEORepeatedly belittling the company they want to acquire has led to a decline in Twitter's stock price since Musk's public acquisition plan26%。

According to most people in the industry, Musk's acquisition price is too high, especially compared to the shrinking market valueMetaAndSnapChatTwitter54.2The acquisition price of USD per share, in social mediaAPPThe admission fee is definitely high. And Musk's personal wealth is mainly linked to Tesla's stock price. From4When the acquisition intention was announced in January, Musk's value was as high as2570$100 million, and then Tesla's stock price fell28%, which also reduced Musk's value by about300Billion dollars, after all, the total price for acquiring Twitter is not much440USD100mn

Second loser: Bank

Besides Musk, the banks that provided funds in this transaction became the second largest losers, including Morgan Stanley and Bank of America. According to Reuters, this transaction is currently in a very unfavorable period for banks, who are increasingly concerned about rising interest rates and economic recession. Such high-risk transactions are also likely to cause hundreds of millions of losses to banks.

In addition, the court battle between Musk and Twitter may also lead to a conflict between Oracle founder Larry Ellison and Morgan StanleyCEOInvestors, including James Gorman, were summoned by the court and their private conversation with Musk was made public.

Number three loser: Twitter employee

since4After the announcement of the acquisition in January, Twitter began to see widespread resignations, with hundreds of employees leaving Twitter. And currently on duty employees are also full of doubts about Twitter's future development.

Musk announced further cost reduction while also stating that Twitter will aim to develop a fully functional "WeChat" platformAPPThis will also lead to a new wave of resignations. An employee who declined to be named said, "Many employees in the company are spending a lot of time trying to figure out who truly owns the company. And once the transaction is completed, what changes will happen to my job, and how you can realize your own value in the letter's work goals, are currently a huge question mark

Number one winner: Twitter shareholders

Twitter's shareholders will turn a lot of money in this acquisition, especially those who bought during low stock prices. According to a report by The Wall Street Journal, billionaire Carl Icahn（Carl Icahn）In the past few months, I have invested in a total of approximately5Billion US dollars, and he will also receive at least2.5A profit of billions of dollars.

Hedge funds located in FloridaPentwater CapitalAfter becoming Twitter's largest shareholder in the second quarter, it is also expected to make a profit. If Musk ultimately completes the transaction, thenPentwaterThe income will exceed2USD100mn

Renowned investor Horstmeyer said, "Twitter's shareholders are the real winners, and he overpaid for this lawsuit50%reach75%。”

Number two winner: TwitterCEOPalag Agrawa

Just last month, as part of the litigation process, hundreds of pieces of information about Musk and some of the big shots in Silicon Valley were exposed. And among them, Agrava is one of the few who did not cater to Musk or was caught by this billionaire in their conversationPUAA person who gives negative reactions.

Despite Musk's repeated attempts to give up before and after the transaction, Twitter'sCEOAlways refusing to submit to Musk.4In January, Agrawa texted Musk and said, "You are free to tweet and say, 'Is Twitter dying?' or send any negative tweets. But I have a responsibility to tell you that in the current situation, such content has not helped me make Twitter better

If Musk completes the acquisition, Agrawa is likely to loseCEOHowever, with his outstanding performance on Twitter during this period, I believe Agrawa will definitely receive more invitations from Silicon Valley tycoons.

The ultimate winner:

Of course it's a lawyer! Although this settlement will cost the elite lawyers on both sides millions of dollars and the opportunity to be exposed in the trial. But this dispute, which took several months, allowed lawyers to handle thousands of court letters.

From Case Western Reserve（Case Western Reserve University）Anat Aaron Baker, a professor of business law at the university（Anat Alon-Beck）It is stated that litigation lawyers and mergers and acquisitions lawyers who undertake such commercial disputes charge an hourly fee of up to2500USD, and she estimates that the lawyer fee for buying classes will be approximately3000Ten thousand US dollars.

The big winners this time are law firms, these guys have made a lot of money.

And in this acquisition case, there is also one person sitting on the gravy train: Trump! In the released Musk text message, he revealed that once he takes over Twitter, he will take a series of reform measures, including relaxing content censorship and allowing Trump and others to return to Twitter.