Twitter today announced that it 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.
“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 in a statement. “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.”
🚀💫♥️ Yesss!!! ♥️💫🚀 pic.twitter.com/0T9HzUHuh6
— Elon Musk (@elonmusk) April 25, 2022
Bret Taylor, Twitter’s Independent Board Chair, said in a statement, “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 in a statement, “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.”
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.
For further information regarding all terms and conditions contained in the definitive transaction agreement, please see Twitter’s Current Report on Form 8-K, which will be filed in connection with the transaction.
As we’ve written previously, and as early as this morning:
Hopefully Musk will be an agent of change for a platform that should, at this point, be considered a public utility that allows for all viewpoints to be openly discussed.
Elon Musk is a doer.
The doers are the major thinkers. The people that really create the things that change this industry are both the thinker and doer in one person. – Steve Jobs
Art and music, design and performance, opinion, fiction, provocation, are what we work to enable. That fills us with such a sense of pride as well as a deep sense of responsibility because we know that these freedoms require protection; not just the forms of speech that entertain us, but the ones that challenge us, the ones that unnerve and even displease us. They’re the ones that need protection the most. Unpopular speech, unpopular art, and unpopular ideas; speech that questions the people in power.
It’s no accident that these freedoms are enshrined and protected in the First Amendment. They’re the foundation of so many of our rights. We means we all have a stake, and a role, in defending them. This is a responsibility that Apple takes very seriously… We work to defend these freedoms enabling people around the world to speak up. — Apple CEO Tim Cook, accepting the Newseum’s 2017 Free Expression Award on April 18, 2017
The Internet has become as important as anything man has ever created. But those freedoms are being chipped away. Please, I beg you, open your senses to the will of the people to keep the Internet as free as possible… I don’t want to feel that whichever content supplier had the best government connections or paid the most money determined what I can watch and for how much. This is the monopolistic approach and not representative of a truly free market in the case of today’s Internet. – Apple co-founder Steve Wozniak for The Atlantic, December 21, 2010
A few more quotes:
• Whoever would overthrow the liberty of a nation must begin by subduing the freeness of speech. ― Benjamin Franklin
• To view the opposition as dangerous is to misunderstand the basic concepts of democracy. To oppress the opposition is to assault the very foundation of democracy. ― Aung San Suu Kyi
• Because if you don’t stand up for the stuff you don’t like, when they come for the stuff you do like, you’ve already lost. ― Neil Gaiman
• Censorship reflects society’s lack of confidence in itself. It is a hallmark of an authoritarian regime. – Potter Stewart
• Everyone has the right to freedom of opinion and expression; this right includes freedom to hold opinions without interference and to seek, receive and impart information and ideas through any media and regardless of frontiers. ― United Nations
• If freedom of speech is taken away, then dumb and silent we may be led, like sheep to the slaughter. ― George Washington
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