Elon Musk Buys Twitter
April 25, 2022
Twitter has entered into a definitive agreement to be acquired by an
entity wholly owned by Elon Musk, for $54.20 per share in cash in a
transaction valued at approximately $44 billion. Upon completion of the
transaction, Twitter will become a privately held company.
Under the terms of the agreement, Twitter stockholders will receive
$54.20 in cash for each share of Twitter common stock that they own upon
closing of the proposed transaction. The purchase price represents a 38%
premium to Twitter's closing stock price on April 1, 2022, which was the
last trading day before Mr. Musk disclosed his approximately 9% stake in
Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board
conducted a thoughtful and comprehensive process to assess Elon's
proposal with a deliberate focus on value, certainty, and financing. The
proposed transaction will deliver a substantial cash premium, and we
believe it is the best path forward for Twitter's stockholders."
Parag
Agrawal, Twitter's CEO, said, "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 Mr. 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."
Transaction Terms and Financing
The transaction, which has been unanimously approved by the Twitter
Board of Directors, is expected to close in 2022, subject to the
approval of Twitter stockholders, the receipt of applicable regulatory
approvals and the satisfaction of other customary closing conditions.
Mr. Musk has secured $25.5 billion of fully committed debt and margin
loan financing and is providing an approximately $21.0 billion equity
commitment. There are no financing conditions to the closing of the
transaction.