Elon Musk offers the opportunity to buy Twitter

debt…Laura Morton for The New York Times

The Twitter board is considering a defensive measure called a poison pill that will severely restrict the ability of social media company Elon Musk, two people familiar with the situation said.

The board will meet on Thursday to discuss the matter. Musk’s offer to buy the company, According to one, is not authorized to speak in public. Mr. Directors weigh in on whether the toxic pill – formally called the Partner Ownership Scheme – will control the ability of a partner like Musk to buy important shares in the open market and force the company. In a sale.

Poison pill protection is a common tactic used by companies who want to prevent undesirable acquisition offers. It mainly allows the company to fill the market with new shares or to buy existing shares at a discount to existing shareholders other than the potential buyer. This dilutes the auctioneer’s stock and buys the shares at a higher price.

The Wall Street Journal Previously reported That Twitter weighs a poison pill.

Mr. Twitter’s team. If Musk rejects the offer, he can offer his offer directly to shareholders, rather than the group, in what is called a tender offer. Other Twitter partners include Mr. If Muskin had taken the offer, it would now be worth $ 54.20 a share, they could have sold their shares directly to the millionaire and allowed him to take control of the company.

In a Twitter post on Thursday, Mr. Musk said: “It is completely insecure not to put this opportunity to the vote of the shareholders.” They own the company, not the board of directors. “

But on Thursday, Twitter’s investors told Mr. They were very worried about Musk’s attempt. How will he fund it. Shares of companies generally rise while there are acquisition speculations, while Twitter fell nearly 2 percent on Thursday.

Prince Al Waleed bin Talal of Saudi Arabia has described himself as one of Twitter’s largest and longest-serving partners. He said Twitter should reject Musk as it was not high enough to reflect the offer.Intrinsic valueOf the company.

Other major shareholders in Twitter include Vanguard Group, the company’s largest shareholder, with a 10.3 percent stake, according to FactSet; Morgan Stanley Investment Management, with 8% stake; And BlackRock Fund Advisors, with a 4.6 percent stake. Vanguard and Morgan Stanley Investment Management. They declined to comment on Musk’s attempt. BlackRock did not immediately respond to requests for comment.

Mr. Musk declined a seat on the Twitter board Over the weekend, the directors who welcomed him recently said that he had no confidence in the management of the company.

The group includes Twitter insiders, including Jack Dorsey, co-founder and CEO, Barack Agarwal, and independent directors.

Brett Taylor, co-CEO of Salesforce, a business technology company, is chairman of the group. Mr. Mr. Musk on Wednesday evening. He sent a text message to Taylor informing him of his intention to buy Twitter, as the regulator had filed. “After thinking about this for the past several days, I decided to take over the company and take it personally,” Mr. Musk wrote.

Salesforce wanted to buy Twitter in 2016, but the deal never materialized. He has been on Twitter since 2016. Taylor joined the Salesforce a year after acquiring his own company, Quip.

Another key player in the group is Ekon Durban, co-chairman of Silver Lake, a private investment firm. Mr. Durban joined the Twitter team in 2020 as part of a company deal Another activist attacked with an investor Who wanted to shake up Twitter’s management.

At the time, Silver Lake had invested in Twitter and helped streamline its management, Mr. Dorsey prevented an immediate eviction. As Silver Lake has helped Twitter out of a difficult situation in the past, Mr. Durban has doubled his company, Mr. You may be faced with the question of whether it can help prevent musk.

Mr. Dorsey may also influence the outcome. He is Mr. Was friendly with Musk, and in the company of Mr. Musk initially celebrated his investment and decision to join the group. But Mr. Dorsey has often delivered key decisions to his team, relying on their expertise. And Mr. Dorsey is also set to leave the Twitter team Next month, he may give himself another reason to give up.

His associates in the group were Mr. Agarwal, who was named his successor late last year and is the public shareholder of venture capital firm Inovia Capital and former chief financial officer of Google Patrick Pichette.

Mr. Agarwal and Mr. Dorsey has been closely associated with a vision to further spread Twitter’s technology, and in discussions about Mr. Twitter’s long-term plan. As a close confidante of Dorsey, Mr. Mr. Mr. to Pichet. There may also be the experience of negotiating with Musk – he was at Google in 2013. Thought to buy Tesla.

Mike Isaac Contributed report.

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