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Twitter’s Board signs agreement to sell and merge into Elon Musk’s X Holdings I.- Jack Dorsey trusts Musk as best choice for Twitter’s future despite “it doesn’t want to be a company”. Musk to divest Twitter if shareholders do not approve the sale and merger plan

“In principle, I don’t believe anyone should own or run Twitter. It wants to be a public good at a protocol level, not a company. Solving for the problem of it being a company however, Elon is the singular solution I trust. I trust his mission to extend the light of consciousness,” tweeted Jack Dorsey this early morning on the agreement to sell the social network to Elon Musk’s X Holdings I.

“…The idea and service is all that matters to me, and I will do whatever it takes to protect both. Twitter as a company has always been my sole issue and my biggest regret. It has been owned by Wall Street and the ad model. Taking it back from Wall Street is the correct first step.”…”I’m so happy Twitter will continue to serve the public conversation. Around the world, and into the stars!,” Dorsey added.

Elon’s goal of creating a platform that is “maximally trusted and broadly inclusive” is the right one. This is also @paraga’s (he refers to Parag Agrawal, Twitter’s CEO) goal, and why I chose him. Thank you both for getting the company out of an impossible situation. This is the right path…I believe it with all my heart.
Parag Agrawal, Twitter’s CEO, said yesterday just onc signed the saleand merger agreement, “Twitter has a purpose and relevance that impacts the entire world. Deeply proud of our teams and inspired by the work that has never been more important.”

“Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated,” said Elon Musk. “I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential. I look forward to working with the company and the community of users to unlock it.”
Twitter’s Board decided yesterday to accept and recommend the company’s shareholders the sale of Twitter to Musk’s Space X company at $54.20 per title (approximately $44 Bn total price) and a merger project of the social network into X Holdings I.

Musk’s plans expressed on the agreement signed yesterday by Twitter’s Board include making of the social network a private company not traded in any stock exchange.

In a letter sent by Musk to Bret Taylor (Chairman of Twitter’s Board) the billionaire promises providing further value to minority shareholders, ” In order to provide further value and choice to shareholders (within the legal boundaries of a private, unlisted company), we are willing to explore options that allow existing shareholders (including convertible securities and other related instruments) to invest all or a portion of their proceeds into the proposed transaction. Any such rollover transaction would be structured as a separate negotiated transaction consistent with laws and regulations and not be a public offer, and would not affect the proposed $54.20 cash offer transaction.”

If the transaction is not approved at the shareholder’s meeting Elon Musk will divest Twitter

Elon-Musk-compra Twitter
Twitter logo, ©Twitter. Photograph of Elon Musk, is an image by Heisenberg Media via Wikimedia Commons. To watch the original of the image and read the terms of the lisense, click here. Composition,© Eastwind.

In a letter to Bret Taylor (Chairman of Twitter’s Board) Elon Musk said literally, “While I strongly believe that you should recommend my offer to shareholders based upon its superior value to the value of Twitter without my offer and my equity position, I recognize that you may elect not to do so.

As such, I have attached a merger agreement that is “seller friendly” and that does not require you to recommend in favor of my offer. This will provide all shareholders a voice, and allow for a democratic decision consistent with Twitter’s ethos.

With your cooperation, we can negotiate changes that you require to be able to announce a transaction before the market opens tomorrow that the shareholders can then vote on. I would respect the outcome of that vote if the shareholders prefer the management plan to my $54.20, and exit my position entirely if that is the outcome of the vote.”

Despite official declarations on 25th April Twitter shields minority shareholder’s rights till 2023

Twitter, Inc. announced on 15th April 2022 that its Board of Directors had unanimously adopted a limited duration shareholder rights plan (Rights Plan) just after receiving the unsolicited non binding purchase proposal to acquire Twitter sent by Elon Musk.

The Rights Plan is aimed to reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board enough time to make informed judgments and take actions that are in the best interests of shareholders.
The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter and will bein force till 14th April 2023.

The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders. And that’s what the Board did yesterday when it said yes to Musk’s purchase offer.

Image over the headline.- Jack Dorsey (founder and former CEO, Twitter). Image by Mark Warner vía Wikimedia Commons. To watch the orignal image and read the terms of the lisense, click here.

Related Eastwind Marketing links:

Elon Musk expands his share in Twitter’s capital equity to the 9.2% (UPDATED)

Twitter’s CEO Jack Dorsey resigns, Parag Agrawal succeeds him

AppLovin to acquire Twitter’s MoPub business for $1Bn

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