Elon Musk tweets “Love Me Tender” as he hints at a “hostile takeover” days after a $ 43 billion takeover bid on Twitter: Social media giant submits shareholder rights plan for “poison pill” to SEC
By James Gant for Dailymail.Com
Posted: 15:05, 18 April 2022 | Updated: 15:39, 18 April 2022
Elon Musk tweeted “Love Me Tender”, again hinting at the possibility of a hostile takeover of Twitter.
The billionaire published the text of Elvis Presley over the weekend in a potential offer to entice shareholders with a tender offer that could make him take control.
At auction, he would go around the board and go straight to shareholders with his $ 54.20 share offer – but he will have to show how he will fund his offer.
He also seems to have offered to deprive board members of their salaries, saying they would receive “$ 0 if my offer succeeds.”
That’s when the social media giant filed its defense for a “poison pill” with the Securities and Exchange Commission today in a bid to thwart Tesla’s founder.
The plan is seen as a last-ditch attempt to prevent Musk from further increasing his stake in the company after his $ 43 billion offer last week.
Meanwhile, Jack Dorsey has targeted the company’s board, accusing it of “conspiracies and coups” that are “a constant dysfunction of the company.”
In a series of tweets and responses, the former CEO of Twitter supported a post saying that “a bad board will kill a company every time.”
Musk, the world’s richest man, currently owns a 9.2 percent stake in the technology giant and is trying to take it private with an unwanted offer of $ 54.20 a share.
The bosses reportedly brought in Goldman Sachs and JPMorgan Chase to advise him on how to respond to his offer.
Elon Musk (pictured last week) tweeted “Love Me Tender”, hinting at the possibility of a hostile takeover of Twitter
Musk’s tweet on Saturday afternoon was his latest hint that he would bypass the Twitter board and place his offer directly to shareholders.
On Thursday, after a TED statement, he tweeted: “It would be completely vulnerable not to put this offer to a shareholder vote.”
He later added that “the economic interests of the board are simply not in line with the shareholders.”
Twitter submitted its plan for a “poison pill” to the SEC on Monday as it reaffirmed its attempt to block Musk from carrying out the $ 43 billion hostile takeover.
The document reads: “In connection with the adoption of the Rights Agreement, on 15 April 2022 the Board approved the Certificate of Rights, Preferences and Privileges of Participating Preferred Shares of Series A (“ Certificate of Indication ”), the rights, powers and preferences of preferred shares.
“The Certificate of Determination was filed with the Secretary of State of Delaware on April 18, 2022.”
The strategy, announced on Friday, triggers a dilution of the company’s shares if a shareholder accumulates a 15% stake without board approval.
But that doesn’t stop Twitter from accepting Musk’s offer or negotiating with him or other potential buyers.
However, this will prevent the billionaire from putting pressure on the board by buying more and more shares on the open market.
Twitter said its “poison pill” plan was “similar to other plans adopted by public companies in similar circumstances.”
It states: “The rights plan will reduce the likelihood that any legal entity, individual or group will gain control of Twitter by accumulating an open market without paying all shareholders an appropriate control premium.”
This means that if Musk or another person or group acquires at least 15 percent of Twitter’s stock, the “poison” pill will be triggered.
Any shareholder other than Musk will be allowed to buy new shares at half the market price, which was $ 45.08 at Thursday’s close.
The flow of shares at half price will effectively dilute his share of ownership, which will make it significantly more expensive for him to build a controlling position.
Twitter said its board voted unanimously in favor of the plan, which will remain in force until April 14, 2023.
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