According to reports, in a filing with the U.S. Securities and Exchange Commission (SEC) today, CEO Elon has submitted a non-binding take-private proposal to Twitter on April 13, 2022, to be acquired for $54.20 per share in cash It does not yet own all of the issued common stock of Twitter.
The offer represents a 54% premium to Twitter's closing price on January 28, 2022 (the previous trade before Elon began a massive purchase of Twitter shares), and a premium of 54% to Twitter's closing price on April 1, 2022 (before Elon publicly bought the number of Twitter shares publicly available). a trade) at a 38% premium to the closing price.
Twitter said in its SEC filing that the proposal is not binding, and even if the two sides agree, the deal would depend on a number of other factors, including:
1) Receive any required government approvals;
2) Confirmatory legal, commercial, regulatory, accounting and tax due diligence;
3) Negotiation and implementation of the final agreement;
4) Complete the expected financing.
Twitter also stressed that there is no guarantee that a definitive agreement on the proposal will be signed, executed or completed. It was also uncertain if or when Twitter could respond to the proposal, nor a timetable for implementing any final agreement. At the same time, Elon has the right to withdraw the proposal or modify the terms at any time.
If the transaction eventually closes, Twitter's common stock will have its registration terminated under Section 12(G)(4) of the Securities Exchange Act of 1934, as amended, and will be delisted from the New York Stock Exchange, Twitter said.
Recently, Twitter has been in the spotlight because Elon has become its largest shareholder.
According to a SEC filing last Monday, Elon owns 73,486,938 Twitter shares, or 9.2 percent, making him Twitter's largest shareholder. Twitter CEO Parag Agrawal later said he would appoint Elon as a director of the company.
Elon responded by saying he would accept the position. “I look forward to working with Agrawal and the Twitter board to make major improvements to Twitter in the coming months,” Elon said!
Subsequently, Twitter employees and some industry insiders expressed concern that Elon would change Twitter's corporate culture. Earlier this week, Elon said he was no longer on Twitter's board
Analysts said at the time that this could pave the way for Elon to buy Twitter. Elon is barred from acquiring more than 14.5 percent of Twitter after joining the board, according to an agreement Elon reached with Twitter, a provision designed to limit his influence over Twitter.
But since Elon is no longer on Twitter's board, the 14.5 percent limit will also be lifted.
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