Twitter has urged its shareholders to participate in a vote scheduled for September 13, a pivotal step in approving the proposed sale. The agreement, initially reached with Elon Musk, the chief executive of Tesla, carried a valuation of roughly €43.34 billion (about $44 billion). This figure frames the scope of the deal and the expected changes for the company and its investors as they consider the terms laid out in the merger plan.
The company disclosed the plan in an official statement filed with the United States Securities and Exchange Commission, clarifying that Twitter’s shareholders will be asked to evaluate and vote on the Agreement and Merger Plan dated April 25, 2022. The document also notes the potential for certain compensation to senior executives of Twitter or the merged entity in connection with the completion of the merger. While Musk later indicated he would not back away from the arrangement, multiple reports highlighted the evolving nature of discussions around the deal and the responsibilities of both sides during this period.
Under the merger terms, if the transaction closes, Twitter would pay shareholders a premium of approximately €53 per share (about $54), representing roughly a 38 percent premium to Twitter’s closing price on the last full trading day before Musk disclosed his initial stake in the company. The premium is designed to reflect the perceived value of the deal at the time of signing and to incentivize acceptance by investors who held shares prior to the bid.
In early July, Musk posted on Twitter that he had requested information about the company, but he did not receive a satisfactory response. Reports indicated that Twitter’s readiness to proceed with the purchase had come under scrutiny, with questions raised about the platform’s handling of account verifications and the broader issue of fake or bot accounts on the service. This scrutiny fed into the ongoing negotiation dynamics and the assessment of whether the merger would meet expectations held by investors and regulators alike.
Earlier in May, the financier chose to pause the deal temporarily, with Twitter’s settlement terms pegged at around €43.62 billion (approximately $44 billion) as of the end of April. Details emerging from the process suggested that Twitter’s calculations continued to address the share of false accounts as a relatively small portion of the user base, a factor that would influence perceived risk and valuation in the eyes of the market. The pause in the agreement underscored the delicate balance between strategic objectives and the need to satisfy several regulatory and financial hurdles before a closing could occur.
In a letter from Musk’s legal team to the SEC in early June, the defense framed Twitter’s position as a potential breach of obligations under the merger agreement. The communication signaled that the billionaire’s side maintained all rights stemming from concerns about the deal, including the right not to complete the transaction and the right to terminate the merger agreement if conditions were not met. This articulation reflects the ongoing legal and regulatory framing surrounding the transaction and the risk management approaches each party employed during the negotiation process.
The broader legal trajectory surrounding Musk’s attempt to acquire Twitter was expected to advance through a formal lawsuit, with a trial date set for October. A Delaware court scenario suggested that the judge would need to address the situation by late October, aiming to accelerate the judicial path and deliver a definitive resolution that would either allow the merger to proceed or lead to termination as specified under the agreement terms. This timeline mirrors the complexity of cross-border corporate deals that hinge on regulatory review, market reactions, and the evolving posture of executive leadership amid high-stakes negotiations, and it reflects the interplay between corporate strategy and legal oversight during this period (SEC filings, 2024).