Twitter filed a preliminary proxy assertion Tuesday with the Securities and Trade Fee for its discussions with billionaire Elon Musk, who had sought to hitch the board earlier than attempting to take over the social media big.
The proxy assertion particulars Twitter’s model of the timeline for Musk’s $44 billion supply. Twitter’s timeline begins in March when Musk tweeted concerning the platform’s enterprise, performance, and content material moderation insurance policies.
Based on the platform, Musk reached out to former Twitter CEO Jack Dorsey, who’s on the board of administrators, on March 26. The 2 mentioned “the long run route of social media, together with the advantages of open social protocols.”
That day he additionally contacted Twitter director Egon Durban. The 2 subsequently had conversations on March 26 and 27. Round that point, Musk additionally bought a 5% stake of Twitter’s frequent inventory.
Durban and Musk mentioned the 5% stake and “mentioned the potential of Mr. Musk becoming a member of the Twitter Board.” On March 27 Musk additionally spoke to board chair Bret Taylor and present CEO Parag Agrawal. He expressed his curiosity in becoming a member of the board, attempting to take the corporate non-public, or beginning a competitor.
Additional discussions occurred between March 27 and 31. Then, between April 2 and three board members, attorneys, and bankers ultimately got here to the conclusion that Musk would be a part of the board in early April. Later, it was decided he would be a part of the board on April 9.
On April 4, Musk revealed that he owned 9.2% of Twitter’s inventory.
He additionally reached out to Dorsey for perception. Dorsey made it clear to Musk that he believed Twitter would work higher as a non-public firm. When Musk requested if Dorsey would keep on the board, Dorsey declined.
On April 9, earlier than Musk could possibly be appointed to the board, he introduced he wouldn’t be a part of the board. He additionally introduced his intention to make a suggestion to take Twitter non-public. On April 10, it was introduced publicly that Musk wouldn’t be a part of Twitter’s board and his intention to take the corporate non-public.
This announcement set into movement Twitter’s try to forestall Musk from buying the corporate by adopting the “poison capsule.” On April 13, he despatched a letter to Taylor that indicated his intentions.
Within the message, Musk indicated that his want to spend money on Twitter got here from his perception within the potential of the platform “without spending a dime speech across the globe.” He then states that after his funding it grew to become clear to him that the corporate wouldn’t “thrive nor serve this social crucial.”
“Twitter must be remodeled as a non-public firm,” Musk wrote to Taylor.
He then made his supply to purchase “100% of Twitter for $54.20 per share in money,” which he described as his “greatest and remaining supply.” If the board didn’t settle for his supply, he mentioned he would rethink his place as a shareholder.
“Twitter has extraordinary potential. I’ll unlock it,” he wrote.
After a lot deliberation and consideration, the board ultimately accepted Musk’s supply.
“Twitter is dedicated to finishing the transaction on the agreed worth and phrases as promptly as practicable,” based on a press launch on Tuesday.
The firm additionally mentioned that the sale ought to shut in 2022.
Musk has put the sale on maintain over issues about spam and bot accounts on the platform.
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