Twitter Stockholders Approve Acquisition by Elon Musk

Rhea-AI Summary

On September 13, 2022, Twitter stockholders approved the merger agreement with Elon Musk's affiliates at a price of $54.20 per share. Approximately 98.6% of votes supported the acquisition, satisfying the final condition to close the merger. Despite Musk's attempts to terminate the agreement, Twitter maintains that the termination is invalid. To enforce the agreement, Twitter has initiated legal proceedings in the Delaware Court of Chancery, aiming to compel Musk to complete the transaction as per the agreed terms.

Positive

• Shareholder approval of the merger at 98.6% indicates strong support.
• The acquisition price of $54.20 per share represents a premium for shareholders.
• Legal actions taken to enforce the merger agreement could lead to finalizing the acquisition soon.

Negative

• Musk's attempt to terminate the merger agreement introduces legal uncertainty.
• Potential risks associated with ongoing litigation could delay the merger process.

SAN FRANCISCO, Sept. 13, 2022 /PRNewswire/ -- Twitter, Inc. (NYSE: TWTR) today announced that its stockholders have approved the previously announced merger agreement for Twitter to be acquired by affiliates of Elon Musk for $54.20 per share in cash.

Based on a preliminary tabulation of the stockholder vote, approximately 98.6% of the votes cast at the Special Meeting approved the proposal to adopt the Merger Agreement.

The shareholder approval satisfies the final condition precedent to the closing of the merger under the merger agreement (other than those conditions that by their nature are to be satisfied at closing). Twitter stands ready and willing to complete the merger with affiliates of Mr. Musk immediately, and in any event, no later than on September 15, 2022, the second business day following the satisfaction of all conditions precedent, which is the timeline required by the merger agreement.

As previously announced, affiliates of Mr. Musk have delivered notices purporting to terminate the merger agreement. Twitter continues to believe that Mr. Musk's purported termination of the merger agreement is invalid and without merit, and that the Musk parties continue to be bound by the merger agreement and obligated to complete the merger on the agreed terms and conditions. Twitter has filed a lawsuit in the Delaware Court of Chancery to compel Mr. Musk to complete the acquisition, and Twitter remains committed to doing so on the price and terms agreed upon with Mr. Musk.

The final voting results will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by Twitter's inspector of elections.

About Twitter, Inc. (NYSE: TWTR)
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Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including, but not limited to, statements regarding the pending acquisition of Twitter (the "Transaction") and Twitter's intention to close the Transaction. These forward-looking statements are based on currently available information, as well as Twitter's views and assumptions regarding future events as of the time such statements are being made. Such forward looking statements are subject to inherent risks and uncertainties. If any of these risks or uncertainties materialize, or if any of Twitter's assumptions prove incorrect, then Twitter's actual results could differ materially from the results expressed or implied by these forward-looking statements. These risks and uncertainties include those associated with litigation related to the Transaction and other risks and uncertainties detailed in the periodic reports that Twitter files with the SEC, including Twitter's Quarterly Report on Form 10-Q filed with the SEC on July 26, 2022 and Twitter's Annual Report on Form 10-K filed with the SEC on February 16, 2022, which may be obtained on the investor relations section of Twitter's website (https://investor.twitterinc.com). All forward-looking statements in this press release are based on information available to Twitter as of the date of this press release, and Twitter does not assume any obligation to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made, except as required by law.

Contacts
Investors:
ir@twitter.com

Press:
press@twitter.com

View original content:https://www.prnewswire.com/news-releases/twitter-stockholders-approve-acquisition-by-elon-musk-301623677.html

SOURCE Twitter, Inc.

FAQ

What was the outcome of Twitter's stockholder vote on September 13, 2022?

The stockholders approved the merger agreement with Elon Musk's affiliates, with approximately 98.6% of votes in favor.

What is the acquisition price per share in the merger agreement for Twitter?

The acquisition price is $54.20 per share.

How is Twitter responding to Musk's attempt to terminate the merger agreement?

Twitter has filed a lawsuit in the Delaware Court of Chancery to enforce the merger agreement, asserting that Musk's termination notice is invalid.

When is the merger expected to close?

The merger is expected to close no later than September 15, 2022, pending resolution of all conditions.

What risks are associated with the merger of Twitter and Elon Musk's affiliates?

Risks include potential legal challenges and uncertainties from the litigation surrounding Musk's termination of the agreement.