Executive Insights

Elon Musk put Twitter buyout 'on hold.' He could be trying for a better price, preparing to scrap deal

Business Insider US
Elon Musk.
  • Elon Musk said Friday he'd put his $44 billion Twitter buyout "on hold."
  • Experts say it could be a negotiation tactic to get a better price.
  • Some say Musk could be manoeuvring to abandon the deal altogether.
  • For more stories visit Business Insider.

Elon Musk's proposed $44 billion acquisition of Twitter took another surprising turn Friday when the billionaire tweeted the deal was "temporarily on hold" while he scrutinised the number of fake and spam accounts on the platform.

The timing was puzzling. Musk's tweet cited a Reuters report on a Twitter filing that was ten days old at the time, and which didn't contain any new information about fake accounts.

In a note to clients Monday, Wedbush analyst Dan Ives said pressure on Tesla stock, a volatile market, and deal financing issues suggested Musk had got "cold feet" about the buyout, and could be using the fake accounts issue as a "scapegoat to push for a lower price."

Toni Sacconaghi, an analyst at Bernstein, told CNBC that Musk putting the deal on hold was "probably a negotiation tactic" amid a broad sell-off in tech stocks.

Several analysts agree that Musk could be trying to push for a lower price. Some suggest his fake accounts tweet could be a pretext to abandoning the deal altogether.

"Unless Twitter grossly misreported data — which would be a serious security fraud — this might be a way to either negotiate a lower price or walk away," Stefano Bonini, corporate governance expert at Stevens Institute of Technology, told the Financial Times. Two analysts also told the FT they believed Musk was trying to leverage a better price.

Before Musk tweeted he was putting the deal on hold, short-seller Hindenburg research speculated he was in a strong position to reprice the deal.

Musk could insisted in a follow-up tweet on Friday that he was "still committed" to the Twitter deal. But his current offer rests in part on a $12.5 billion loan against his Tesla stock — and Tesla's stock price has sunk more than 20% since he went public with his bid.

If he wants to drop the deal, he'll need a good excuse.

There's a clause in Musk's offer that would allow him to abandon the buyout if he pays a $1 billion exit fee. However, CNBC reported that the option would only be available to Musk under specific circumstances, for example, if a regulator blocked the deal or it ran into problems with third-party financing.

A mergers and acquisitions lawyer familiar with the matter told CNBC that if Musk tries to walk away from the deal just because he feels he overpaid, Twitter could sue him for billions.

Wedbush's Ives said Musk could cite concerns about fake accounts as a grounds for walking away while paying the exit fee, but Twitter would probably contest this in court.

Daniel Rubin, a mergers and acquisitions attorney at corporate law firm Dechert, told the FT that Musk could still find ways of forcing Twitter's hand into letting him out of the deal and paying only the $1 billion exit fee. "He can always engineer the conditions that will leave Twitter with no meaningful choice but to terminate," Rubin said.

Since Twitter's board accepted Musk's $44 billion offer, the Tesla CEO seems to have been attempting to limit his risk exposure. On May 5, he announced he'd lined up an extra $7 billion in backing from third parties. Bloomberg reported Thursday he was attempting to restructure financing of the deal so it was less dependent on his Tesla stock.

Musk did not immediately reply when contacted by Insider for comment.

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