Getty Images | Grace Cary
Twitter is moving forward with a shareholder vote to merge with Elon Musk a few weeks before his lawsuit against Musk goes to court. Twitter yesterday sent a letter to shareholders inviting them to a special meeting on September 13 where they will be asked to approve the merger agreement Musk is now trying to exit.
“We are committed to completing the merger at the price and terms agreed with Mr. Musk,” wrote Twitter CEO Parag Agrawal and Board Chairman Bret Taylor. “Your vote at the special session is critical to our ability to complete the merger. The Board of Twitter unanimously recommends that you vote ‘FOR’ each of the proposals at the special session.”
Noting that a five-day court hearing is scheduled to begin in October, the letter said, “Our shareholders’ acceptance of the merger agreement is the only remaining approval or regulatory condition to the completion of the merger under the merger agreement.” While Musk said a ” The Twitter letter said the company “believes that Mr. Musk’s alleged termination is invalid and unlawful and the merger agreement remains in effect.”
“When the merger is complete, you will be entitled to $54.20 in cash, without interest and subject to any withholding taxes, for each share of our common stock that you own,” the Twitter letter to shareholders read. Twitter’s stock price today was around $39.
Only Twitter shareholders who held shares as of July 22 will be entitled to vote at the meeting, which will be webcast. Musk bought over 9 percent of Twitter stock before offering to buy the company. Approval of the merger agreement “requires the approval of holders of a majority of our common shares,” Twitter said. advertisement
Musk complains about document access
Delaware Court of Chancery Judge Kathaleen McCormick ruled last week that the Twitter/Musk trial will take place in October, denying Musk’s request for a postponement to February 2023. Musk claimed that more time would be needed for “complex, technical discoveries” related to Twitter’s spam account data that “will likely involve sifting through hundreds of billions of actions on Twitter and reviewing associated sampling and control processes.” “.
Twitter attorneys called Musk’s spam complaint a “manufactured issue” that didn’t impact the case and said Musk was not “present.”[ed] even a scrap of supporting evidence” to support his claims that Twitter’s spam accounts’ estimates were wrong. McCormick said that “a delay threatens irreparable harm to sellers” when she ruled the process must continue in October.
The sides are now bickering over the exact start of the five-day process, with Twitter targeting an October 10 start date and Musk targeting October 17. Musk also claims that Twitter isn’t making documents available quickly enough.
Musk has attempted to disprove Twitter’s estimate that less than 5 percent of its monetizable daily active users (mDAU) are spam or fake. In a court filing yesterday, Musk’s legal team alleged that “Twitter refuses to begin immediate ongoing document production of certain categories of documents requested by defendants that are clearly relevant, do not require electronic search, and are easy to collect and create.” are.”
The information Musk sought included “certain data on how Twitter calculates its mDAU numbers and guidance for human verifiers identifying fake and spam accounts on Twitter,” the court filing said. Musk’s filing argued that “immediate submission of these documents is more than appropriate given the accelerated timeline in this case.”
Twitter has agreed to provide some documents “from categories that Twitter agrees are responsive,” by the end of the week, according to Musk’s filing. But Musk claimed that “Twitter will not agree to (1) identify which documents are allegedly not relevant, (2) explain why it only creates ‘some’ of the documents it admits are responsive, or (3) agree to produce anything before ‘end of … week’.”
When contacted by Ars today, Twitter declined to comment on Musk’s filing.