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Elon Musk Walks Away from $44 Billion Twitter Deal

“Twitter is in material breach of multiple provisions of that Agreement [and] appears to have made false and misleading representations…”

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Elon Musk is walking away from his $44 billion deal to buy Twitter, citing a failure of the Big Tech giant to provide information about the levels of spam or fake accounts on its platform.

In an SEC filing from attorneys representing Musk, they confirmed that the South African billionaire was terminating the merger agreement, because Twitter had made “false and misleading representations” when entering into the agreement.

The filing confirmed that Twitter has “failed or refused” to provide information to Musk necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.” The information is “fundamental to Twitter’s business and financial performance,” and therefore needed to complete the merger, the letter said.

“Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information,” it continued.

The information requested by Musk that was not provided by Twitter included:

  • Information related to Twitter’s process for auditing the inclusion of spam and fake accounts.
  • Information related to Twitter’s process for identifying and suspending spam and fake accounts.
  • Daily measure of mDAU [monetisable daily active users] for the past eight quarters.
  • Board materials related to Twitter’s mDAU calculations.
  • Materials related to Twitter’s financial condition.

While it was reported in June that Twitter had provided access to its full “firehose” of data to Musk, which comprised not only all 500 million tweets per day, but also information about the accounts in question, this was not enough.

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The SEC filing noted that access to the data was provided “with strings attached,” and that it was the same data provided to customers. Musk’s team alleged that Twitter “placed an artifical cap on the number of searches [their] experts can perform with this data,” which was only removed on July 6.

After the filing was published, Bret Taylor, the chairman of Twitter, announced that the board was “committed to closing the transaction” on the price and terms already agreed, and that they now plan to “pursue legal action to enforce the merger agreement.” The board had accepted the bid from Musk last month, despite the deal already having been put on pause.

The merger agreement requires each party to pay the other $1 billion if they improperly back out from the acquisition. Twitter stock plummeted by 7% in extended trading after it was announced Musk had cancelled the deal.

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Jack Hadfield
Written By

Jack Hadfield is the Associate Editor at Valiant News. An investigative reporter from the UK, and the director and presenter of "Destination Dover: Migrants in the Channel, his work has appeared in such sites as Breitbart and The Political Insider. You can follow him on Gab @JH, on Telegram @JackHadders, or see his other social media by visiting jackhadfield.co.uk.

2 Comments

2 Comments

  1. Avatar

    JOHN MAYOR

    July 9, 2022 at 4:02 am

    (Attention, the ensuing reply was prepared in the monospace Consolas Font [at 8-point BOLD], at a max screen width of 166 characters. To print, use “legal landscape”! Unfortunately, many websites do not have a “collapse widget” whereby lengthy replies can be efficiently and effectively “tucked away” to reduce “comment clutter”, nor a Blog Comment Host widget that/ which will afford MY CHOICE of font/ font size, and an ability to display a comment script utilizing the full screen width! A pitty!)
    ____________________
    .
    I, at least… and as a connoisseur of the TRUE “Social” Media… amn’t impressed– and e.g.– with the FAUXIAL MEDIA TOOL known as “TWITTER”!… whose creators would have us believe that it’s a “SOCIALLY ORGANIC” creation by our “organic society (i.e., our ‘unbranded society’!… and our ‘ORGANIC SOCIETY’ being synonymous with our ‘metexistential society’ reflective of our NGO+NPO and webizen communities, corespectively… and that/ which I̲S̲N̲’T̲ ACTING IN THE G̲U̲I̲S̲E̲ of being ‘organic’!)”!
    .
    “TWITTER” is a “KERDOS MEDIA TOOL”! That is to say, it’s a “GAINFUL”/ “FOR-PROFIT MEDIA TOOL” P̲R̲E̲T̲E̲N̲D̲I̲N̲G̲ to be a SOCIALLY FASHIONED Media tool!… and one, that– the KERDOS would have us believe!– we’re all supposed to be paying attention to!
    .
    TWITTER isn’t given it’s̲ tag for nothing! But, I can’t quite figure out– so far– why such Twitter transactions are named “TWEETS”! I guess the proper ascription for those who implement said transactions may be viewed– by some– as somewhat pejorative, and less than kind!… and so and thus, is left unexpressed! Nevertheless, God give Twitter’s hapless unthinking souls the wisdom to leave the “TWITTER RAT PACK”!
    .
    I’ve NO INTENTION of using this FAUXIAL MEDIA TOOL, N̲O̲R̲ ̲C̲A̲T̲E̲R̲I̲N̲G̲ ̲T̲O̲ ̲I̲T̲’S̲ ̲I̲N̲O̲R̲G̲A̲N̲I̲C̲ ̲S̲U̲B̲S̲C̲R̲I̲B̲E̲R̲S̲!… and, whether these subscribers be aware of it’s̲ DYSfunctionality or not! That is to say, until: a) it’s in the CONTROL of our “ORGANIC COMMUNITIES”; b) it adheres to ALL Human ICT Rights; c) it’s COST-FREE (given the stated “ESSENTIAL NATURE” of it’s̲ technoma!… and so, should be available to a needy person on a rooftop during a flood, and not just to one who subscribes to it’s̲ “clique services”– and at a hefty cost!); d) until it’s programmed with Free and Open Source Software/ FOSSware (i.e., “Free” as in “Freedom”… see, Richard Stallman of the FSF); e) it is on a hardware device utilizing Free and Open Source Hardware/ FOSHware (ditto, re d]!); and, f), it’s given a more “user-friendly” tag!
    .
    Simply put, those attempting to legitimize the use of Twitter are the same as those who’d sell refrigerators to Eskimos, or pet rocks to uptown preteens, monetize the collection of rainwater in places like South America and open up Oxygen Bars in hapless upscale urban communities!
    .
    SEMIOTIC GASLIGHTING/ SEMIOTIC HYPERBOLISM (see, Semiotics) is the e̲ffectation of PATHIC “meaning control” by way of “semiotic bullies (e.g., by way of our ‘CORPORATE BRANDING COMMUNITY’/ ad community/ marketing community, and etc)” that/ which seeks to control the “meaning agenda” for things and/ or for processes… offering, that their “meaning”/ “symbolism” is a “sign” of perfection, and that those that are without the “beastly mark” are “out of the loop” and not a part of the “in crowd”/ the “whatever brand crowd”! Such would have us believe that BRANDING is synonymo̲s̲ with, “culture”… that wearing an advertisement (for which, one is not paid!… indeed, for which, THE WEARER PAYS– AND DEARLY!) is what “WE” want!
    .
    And so and thus, BRANDING the otherwise generic means to our Free Speech and Freedom of the Press, is a systemic and systematic breach of Human ICT Rights (and hence, of Human Rights!), and shouldn’t be allowed! CURSE BRANDING, AND KERDOSEMIOPATHOSIS (THE STATE, CONDITION AND PROCESS OF GAINFUL/ FOR-PROFIT MEANING/ SIGNING PATHY!)!
    .
    I’m also not impressed with “Facebook”… whose creators would also have us believe that it’s a “SOCIALLY ORGANIC” creation by our “ORGANIC SOCIETY”! “Facebook”, is– as well!– a “KERDOS MEDIA TOOL (i.e., a ‘FOR-PROFIT MEDIA TOOL’, P̲R̲E̲T̲E̲N̲D̲I̲N̲G̲ to be a ‘SOCIALLY CREATED MEDIA TOOL’)”!
    .
    I’ve lost track of the number of websites I have gone into wherein the Facebook plugin was being used, and there was either one lone Comment Posted, or there was none whatsoever! It got to the point, that if I saw the Facebook plugin’s face icon (the image of a wannabe Comment Logger with unkempt hair!… and whether facing forward or backward, I can’t be certain!), I would leave the website! And of recent, I have been making a special effort to make known my rationale for my disinterest in this Plugin to as many “Contact windows” as I can… and, why sites should reconsider their respective approach to Blog Comment Hosting/ Comment Log Hosting/ Clog Hosting!
    .
    I don’t like, or use Facebook!… and, none of the people I hang with use Facebook! And, for me, that’s either an indication that I am hanging with very highly criti̲c̲ Facebook crowds, or, that Facebook is not all that it’s̲ hype suggests!
    .
    Apart from it’s̲ P̲O̲O̲R̲ RECORD on “Human ICT Rights”, it’s another case in point of a Website Comment Hosting Service that/ which obliges hurdles in order to participate in said “Public Discussions”, re “Publicly Posted” stories! And, I ask myself:… “REALLY?… for what reason?”
    .
    In light of the ABUNDANT NEWS STORIES concerning Facebook’s POOR Human ICT Rights RECORD, why would I– WHY SHOULD ONE!– share with an “element” of “Comment Loggers/ Cloggers”, who have: a) forsaken their CONSCIENABLE FREEDOM OF ASSOCIATION; b) forsaken Facebook’s accountability re Human ICT Rights (and, compromising, potentially, anonymity as a consequence); and c), individually and collectively entertained a spirit of utter indifference to the very means these have chosen to communicate their respective messages? In other words… and to paraphrase the late Aldous Huxley!… “THE ‘MEANS’ THESE HAVE CHOSEN HAVE DETERMINED THE VERY NATURE OF THE ‘ENDS’ THESE HAVE PURSUED AND PRODUCED (I.E., THEIR RESPECTIVE MESSAGES!)!” And to paraphrase the late Marshall McLuhan (though, giving deference to the idioms of Aldous Huxley… see Huxley’s work, Ends and Means!):… “THE MEDIUM (THE MEANS!) HAS BECOME THE MESSAGE (THE ENDS!)!”
    .
    Thanks!… but!… NO THANKS! Whether it is CLOGGER STUPIDITY, or CALLOUS CLOGGERS, either way, their “MEANS” of communication is a direct and indirect “T-A-I-N-T-E-D C-O-M-M-E-N-T” on the “ENDS” of their respective communications! And so and thus, MY participation in the Plugin, would TAINT M-Y ENDS/ message!… and, regardless of the story, or stories to be discussed! In other words, using Facebook (and in particular, it’s̲ plugin!)… and regardless of any hosted blogs!… IS A NON-STARTER!… A̲N̲D̲, ̲F̲O̲R̲ ̲A̲N̲Y̲O̲N̲E̲ ̲W̲I̲T̲H̲ ̲A̲ ̲C̲O̲N̲S̲C̲I̲E̲N̲C̲E̲!
    .
    And despite the rare occasions wherein Facebook hosted sites may entertain dozens (or more) of Cloggers’ Clogs, MY website association/ participation– at least!– is not based upon supporting some “ARTIFICIALLY CREATED MASS HYSTERIA”!… and joining some “VIRTUAL CYBER CLUB LINEUPS” at the latest, “VIRTUAL CYBER CLUB OF THE WEEK”!
    .
    Signing in, on, or up, logging in, on, or up, becoming a member, registering, getting an account, securing a password, providing an email address, paying (and indeed, paying!), and otherwise obtaining a “cyber mark of the beast (and, in order to PUBLICLY COMMENT on stories in said ‘PUBLIC SITES’!)”, is not only SOO PASSE, such site practices breach the spirit of the words in the UN Report of the Special Rapporteur on the Promotion and Protection of the Right to Freedom of Opinion and Expression, by David Kaye… AND, BREACH THE COMMON SENSE THAT C̲O̲N̲S̲C̲I̲E̲N̲A̲B̲L̲E̲ ̲S̲O̲U̲L̲S̲ BRING TO PUBLIC DISCUSSIONS! Further… and leaving aside, for the moment, the current reporting on Facebook’s complicity in the release of millions of netizens’ personal records to TRUMPIANS, which have used same– it’s said– to compromise the 2016 U.S. Federal Election(s) Process (and, who may do so again in the not too distant future!)!… numerous sites have made comment on the displaying by Facebook, of those involved in the commission of murder and in acts of suicide! Therefore, such allowances by Facebook should give “reflective website owners” “reflective pause”, re their continued use of this Blog Comment Hosting “Service”, and Plugin! And simply scripted, ZUCKERBERG SHOULD NOT RECEIVE ANOTHER DIME FROM ANOTHER CLICK!
    .
    “C̲L̲I̲C̲K̲ ̲M̲O̲N̲E̲T̲I̲Z̲A̲T̲I̲O̲N̲” is a breach of my Human Digital Rights, as a monetary reward granted a site regardless of my true intent regarding the click, can– potentially– reward a bad site for it’s̲ bad content (AND WEBSITE PRACTICES!) by mere virtue of my “clicking”… and THAT violates my Freedom of Conscience, Freedom of Association, Free Speech, Freedom of the Press… AND, ET CETERA!
    .
    Now… one could say that the rewards afforded a website through “CLICK INTERESTS” for the traffic generated has NOTHING to do with ME (save, my clicks!)!… however, should the information promoted on a website be detrimental to the PUBLIC GOOD (and including the ads that webizens may haplessly inadvertently click onto) then we do disservice to the common good by not affording individuals their RIGHT to block a “click reward”, and in the same manner as webizens now have to block ads in general! In other words, webizens are haplessly inadvertently allowing the underwriting of bad content (and site practices) throughout the Web, because there’s no mechanism in place to keep “CLICK INTERESTS” from perverting the common good, and circumventing/ denying Human Digital Rights through their MANIPULATION OF “CLICK INTENTIONS”! And this “CLICK RIGHT MANIPULATION EFFECT (or CRIME, for short)”, is no less as egregious than the SEME reported by Dr. Robert Epstein (and, et al), or the “Search Engine Optimization Manipulation Effect”/ SEOME… i.e., a variant of SEME operating in collusion with participating websites utilizing “Search Engine Optimization”/ SEO (or simply, paying “Net insiders” to ALGORITHMI̲C̲L̲Y̲ AND COLLUSIVELY ARRANGE placing one’s site at the top of some search engine search result “cyber-bird pecking order”!)!
    .
    MY CLICKS ARE A PART OF MY FREE EXPRESSION!… AND NO “MONETARY INTERESTS” HAVE THE RIGHT TO SUBVERT MY CLICKS INTO SUPPORT FOR BAD BEHAVIOUR THAT ISN’T SUPPORTIVE OF THE COMMON GOOD! AND SO AND THUS, FOR “MONETARY INTERESTS” TO SAY THAT MY CLICKS HAVE NOTHING TO DO WITH ME, AND WHETHER BAD WEBSITES SHOULD EXIST BY WAY OF THEIR AID (FINANCIAL OR OTHERWISE!), IS RIDICULOUS!

  2. Avatar

    Hcatguy

    July 9, 2022 at 8:02 pm

    Sad to hear he could not complete the deal, but I don’t think he’s done yet, let’s see what happens.

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