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Twitter takeover pending update! Musk's lawyers say harsh words: either give the data or suspend the transaction

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2022-06-07 12:41:21

Financial Associated Press, June 6 (Editor Shi Zhengcheng) On Monday, local time, Musk continued to attack Twitter's board of directors and directly threatened that the company would become a violation of the acquisition contract if it failed to provide the required data to assess the proportion of "fake" accounts. one side.

Overall, Musk reported in the latest regulatory filing that his lawyers sent a June 6 letter to Twitter asking the company to provide information to help it assess the number of spam and fake accounts on the platform, warning that if Twitter Special refusal to provide, will constitute a substantial breach of the merger agreement.

(Source: SEC)

Specifically, Musk's attorney Mike Ringler said in a letter to Twitter's chief legal officer Vijaya Gadde that Twitter responded to Musk's request for data and information on June 1 to help it understand the proportion of fake accounts. evaluation of.

But in essence, Twitter has been refusing to provide the data he has been asking since May 9.Whether in written documents or verbal explanations, Twitter has always provided additional information on its own testing methods, in a simple attempt to obfuscate the issue, tantamount to denying Musk's request.Musk has made it clear that he does not believe that the Twitter crotch test method is sufficient, so he needs to conduct his own analysis and ask the company to provide corresponding data.

Ringler then entered the time to talk about the law, emphasizing that under the merger agreement, Twitter is obliged to provide data and information related to the closing of the transaction, and the company is also obliged to provide reasonable assistance to help Musk complete the debt financing related to the transaction, and these The data request complies with the contractually agreed requirements.

In the letter, Ringler bluntly stated that an accurate understanding of Twitter's core business model, its active user base, is necessary to close the deal.But Twitter has consistently refused to honor its contractual obligations, raising further suspicions by the acquirer that the company was deliberately hiding data and what it could reveal.If the company is confident in its disclosed percentage of spam accounts, Musk doesn't understand why he would be reluctant to let him evaluate the numbers independently.

In the last paragraph of the letter, Ringler released harsh words, emphasizing that based on Twitter's series of actions so far, especially the recent reply, it is resisting and obstructing Musk's right to know.The move is a clear and substantial breach of Twitter’s obligations under the merger agreement, so Musk reserves the right not to close the deal or to suspend the deal.

Judging from the timeline, Musk proposed a $44 billion acquisition in April this year and was approved by Twitter’s board in the same month.The world's richest man then recruited 19 more investors to ease his financing burden, and is currently negotiating with Twitter's existing shareholders.

However, since May, Musk has been holding on to the issue of the "proportion of fake accounts" on social media platforms, which has also sparked speculation about whether the world's richest man feels "expensive" after the sharp drop in technology stocks, and wants to bargain or withdraw from the transaction. .As of press time, Twitter fell 3% after the market opened on Monday, with a market value of just under $30 billion.

Of course, as a super celebrity on Twitter, Musk, who has 96 million followers, also has a richer experience with fake accounts.Nearly 70 percent of Musk's followers are fake, spam and invalid accounts, according to software analytics firm SparkToro's assessment last month, compared to an average of 41 percent of "zombie followers" for accounts with 65 million to 120 million followers .

(Editor in charge: CF011)

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