parag agrawal, securities and exchange commission, twitter buyout
ETtechOn April 25, Twitter agreed to sell itself to Elon Musk, CEO of Tesla and the world’s richest man. The stunning $44 billion deal was wrapped up just three weeks after Musk first disclosed a 9.2% stake in the firm, and 11 days after he announced his “best and final” offer of $54.20 a share for the rest of the company. Twitter says it is expected to close the deal by the end of the year.
Here’s the story of how Musk tamed the blue bird.
January 31: Musk started buying Twitter shares. By March 14, he owned more than 5% of the company. At this point he was supposed to inform the Securities and Exchange Commission of his purchase. Musk missed the deadline by 10 days, during which time he was able to accumulate more shares on the cheap. This later triggered a shareholder lawsuit.
March 24: Musk tweeted, “Worried about de facto bias in the Twitter algorithm having a major effect on public; Twitter algorithm should be open source.”
March 25: Musk asked his Twitter followers in a poll, “ Free speech is essential to a functioning democracy. Do you believe Twitter rigorously adheres to this principle?”
March 26: “Is a new platform needed?” Musk asked in a tweet. “Am giving serious thought to this.”
April 4: Musk’s stake became public. He soon tweeted another poll, asking users if they wanted an edit button. Twitter chief executive officer Parag Agrawal urged users to “vote carefully”, as “the consequences of this poll will be important”.
Later in the day, Twitter invited him to join the board. Musk hinted that he would sign an agreement, which would mean he could not own any more than 14.9% of the company’s stock.
April 5: Many Twitter board members congratulated Musk on his decision. Agrawal tweeted that the company and Musk had been chatting for weeks. Musk refiled the disclosure of his stake to classify himself as an active investor.
April 9: Musk informed the company that he would not join the board after all. Agrawal sent out a note to employees and posted it on Twitter the next day.
April 11: Musk filed an amended disclosure with the SEC which let him buy as many shares as he wanted. Many Twitter employees were reportedly “super stressed”.
April 14: In an SEC filing, Musk offered to buy Twitter for $43 billion in cash and take it private. The “best and final” offer was $54.20 a share, a 54% premium over the price when Musk started building his stake in January. Morgan Stanley was brought in to advise on the bid.
April 15: To thwart Musk, Twitter swallowed a so-called poison pill – a rights plan that allowed shareholders to buy shares at a discount if any shareholder exceeded 15% ownership. This would effectively dilute the billionaire’s stake and force him to pay much more for the company than he planned to.
April 16: Musk tweeted, “With Jack (Dorsey) departing, the Twitter board collectively owns almost no shares.” Dorsey replied, “It’s consistently been the dysfunction of the company.” Dorsey is scheduled to leave the board once his term expires on May 25.
April 19: The New York Post reported that Musk was willing to invest up to $15 billion of his own cash and borrow against his Twitter stake to push through a deal.
April 21: Musk explored a tender offer for Twitter, saying he’d secured $46.5 billion in funding. This included $25.5 billion in loans financing from Morgan Stanley and others, and $21 billion in equity financing from himself.
April 24: Twitter’s board began negotiations with Musk.
April 25: Twitter agreed to sell itself to Musk for his original offer of $54.20 a share. Musk said he would prioritise free speech on the site, open-source its algorithms, eliminate spam and add new features. Twitter said it expected the deal to close in 2022.
(With inputs from agencies)

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