A Delaware chancery judge ruled on Thursday that Elon Musk had until October 28 to complete his acquisition of Twitter if he wanted to avoid a lawsuit, giving Musk a small deadline.
Earlier today, Telsa’s CEO said he wanted to go back to his original deal to buy Twitter for $54.20 a share and asked the social media company to end all litigation to to conclude the agreement. Twitter declined to oblige.
In a filing with the Delaware Court of Chancery on Thursday, Musk’s side said Twitter should drop a scheduled Oct. 17 court date so the necessary funding can be raised to complete the acquisition. here on October 28.
“Twitter won’t take a yes for an answer,” the filing reads. “Amazingly, they insisted on pursuing this litigation, recklessly putting the deal at risk and playing with the interests of their shareholders.” Musk argued that the lawsuit would prevent his team from securing the funding needed to close the deal.
In this photo illustration an image of Elon Musk is displayed on a computer screen and the twitter logo on a mobile phone in Ankara, Turkiye on October 06, 2022.
Muhammed Selim Korkutata | Anadolu Agency | Getty Images
In a filing later Thursday, Twitter responded by saying Musk and his legal team were being dishonest. Just days before a trial begins, Musk’s team suddenly declares “they intend to shut down after all,” the lawyers wrote.
“‘Trust us,’ they say, ‘we’re serious this time,’ and so they ask to be excused from judging on the merits,” the party said on Twitter. “To justify this relief, they propose an order granting them an indefinite period of time to close based on a conditional withdrawal of their unlawful notices of termination with an explicit reservation of all claims and defenses in the event of non-closure. . .'”
Twitter’s lawyers added that “Musk’s proposal is an invitation to further wrongdoing and delay.”
Twitter sued Musk in July in an attempt to force the world’s richest person to honor his purchase agreement, which was signed in April. Musk seemed ready to take the matter to court, as legions of his text messages were released in preliminary documents.
While Twitter shareholders, on the company’s recommendation, agreed to Musk’s purchase price in September, Twitter may now be reluctant to walk away from its lawsuit without being certain that all the funding is available to close the deal. .
Morgan Stanley and Bank of America are among the banks that initially agreed to provide $12.5 billion in debt to Musk. Since then, markets have crashed, especially for risky tech assets.
Musk’s lawyers said “by far the most likely possibility is that the debt will be funded, in which case the deal will be completed on or around October 28.” The attorneys added that “counsel for the debt financing parties has advised that each of their clients is prepared to honor their obligations under the Bank Debt Commitment Letter on the terms and subject to the satisfaction of the conditions. set forth therein”.
Twitter said in the legal filing that Musk parties “should make arrangements to close on Monday, October 10,” but instead refuses to “commit to a closing date.”
“They’re asking for an open end, at the expense of Twitter shareholders (who are owed $44 billion plus interest), while remaining free to change their minds again or invent new motives to avoid the contract”[w]without any acknowledgment of liability and without waiver or prejudice to [their] claims and defenses,” the attorneys wrote.
Lawyers for Twitter also alleged that earlier in the day, an unnamed representative of one of the major banks involved in the deal “testified that Mr. Musk had not yet sent them a borrowing notice and did not had not otherwise communicated to them that he intended to close the transaction, let
alone on a particular timeline.”
“The bank further testified that the primary task necessary to close the deal – commemorating the debt financing – could have happened in July, but did not because Mr. Musk was claiming to be terminating the deal. “, added the lawyers of Twitter.
Earlier this week, Twitter acknowledged receiving the letter from Musk and his attorneys in which they expressed their desire to buy Twitter at the originally agreed price. Twitter said in a response to the letter that “the Company’s intention is to complete the transaction at $54.20 per share.” However, this is the first time since then that Twitter has commented on the legislation.
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