Elon Musk threatened to cancel his purchase of Twitter Inc. in a letter accusing the firm of failing to respond to his request for information on the amount of spam and fraudulent accounts on the social media site.
Mr. Musk claims that Twitter has failed to supply him with the information he needs to assess the quantity of spam and fraudulent accounts. Mr. Musk’s $44 billion offer to buy Twitter and take it private was approved in April. Mr. Musk agreed to forego the thorough due diligence that purchasers generally undertake on targets as part of the agreement.
Mr. Musk’s lawyer Mike Ringler said in a letter to Twitter Chief Legal Officer Vijaya Gadde that Mr. Musk is entitled to the sought data, in part so that he may help finance the acquisition.
Mr. Musk has gathered a group of 19 investors to support his venture. In papers, he also said that he is in discussions with other existing Twitter shareholders, including co-founder Jack Dorsey, to transfer their interests to the private firm.
Mr. Ringler stated, “In any case, Mr. Musk is not obligated to justify his reason for obtaining the data, nor is he required to adhere to the additional constraints the corporation has sought to put on his contractual entitlement to the requested data.” “At this point, Mr. Musk feels Twitter is openly refusing to comply with its merger agreement responsibilities.”
“This is a clear significant violation of Twitter’s commitments under the merger agreement,” he stated, “and Mr. Musk retains all rights arising therefrom, including his right not to finalize the deal and his right to cancel the merger agreement.”
“We will continue to constructively exchange information with Mr. Musk to finalize the acquisition in line with the terms of the merger agreement,” a Twitter official said. “We plan to complete the acquisition and enforce the merger agreement at the agreed price and parameters,” he said.
In noon trading, Twitter shares dipped about 2% to roughly $39; the all-cash acquisition is valued at $54.20 per share.
Mr. Musk’s recent letter is his most direct indication that he may walk away from the agreement, perhaps igniting a long court struggle between the two parties. Both parties agreed to pay each other a $1 billion breakup fee if the merger falls through for a variety of reasons, but particular scenarios must play out before those become important. Twitter might possibly file a lawsuit to compel Mr. Musk to complete the acquisition.
Mr. Musk would only be allowed to pay the termination fee and walk away from the agreement in certain circumstances, such as if authorities attempt to stop the acquisition or the debt financing falls through. Last Monday, Twitter said that the opportunity for federal antitrust officials to stop the transaction had expired. Mr. Musk has also said that he has secured funding.
For years, Twitter has publicly revealed its own estimate of how many of its daily active users are fake or spam accounts, placing the figure at less than 5%. Mr. Musk estimates that the ratio is at least four times higher, at 20% of Twitter accounts.
On May 16, Twitter CEO Parag Agrawal stated that the business has exchanged information regarding how it calculates spam numbers with Mr. Musk. With a feces emoji, Mr. Musk answered.
Mr. Ringler stated in his letter Monday that Mr. Musk got a response from Twitter on June 1, but that it did not meet Mr. Musk’s expectations. “If Twitter is confident in its reported spam predictions, Mr. Musk does not understand the company’s unwillingness to enable Mr. Musk to independently examine those figures,” according to the letter.
In April, Mr. Musk made an offer to purchase Twitter for $44 billion, and the firm accepted the offer the same month. Tesla Inc. CEO Elon Musk stated in May that the transaction was “temporarily on hold” due to his worries about the company’s accounting of the amount of false accounts on its platform.
Mr. Musk’s recent intensification of the bot problem has sparked concerns among watchers that he is using it as a negotiation ploy to decrease the price or leave the acquisition agreement amid a falling market. Under the terms of the agreement, Mr. Musk pledged not to criticize the firm or its employees, but he has subsequently done so.
Long before he decided to acquire Twitter, the Tesla CEO had complained about false accounts on the network. “Lots of bogus accounts on Twitter defined by high following/follower ratio to make it seem as though there are many actual people when it isn’t,” he tweeted in 2018. “I’m not sure why.”
Mr. Musk drew attention to a tweet on Saturday that claimed spam and bots were being used to spread “misinformation and false news against Elon.” More than 20,000 people liked Mr. Musk’s one-word response to the tweet, “Interesting.”
Spam and fraudulent accounts are an industry-wide issue that may generate issues for advertising as well as poor user experiences. Bots, which are computer programs that can automate posts and answers, are routinely used to control the accounts, which may be difficult to identify. Many bots have been designed to pursue nefarious aims, such as distributing fake information and duping people into spending money, according to tech and social media researchers, while others have more benign intentions, such as disseminating news and weather alerts.
Mr. Musk has had a disproportionate amount of involvement with bots. According to analysts, the Tesla CEO has significantly more exposure and familiarity with false and spam accounts than others on the social media site since he is a frequent tweeter with over 95 million followers. According to a recent estimate by SparkToro LLC, a developer of audience-research tools, almost 70% of Mr. Musk’s Twitter followers are spam, false, or inactive, compared to 41% for all other accounts with 65 million to 120 million followers.