Twitter’s official agreement to be acquired by Elon Musk was disclosed in a Securities and Exchange Commission (SEC) filing Tuesday afternoon which includes an option for the company to terminate the sale for a more lucrative proposal.
Twitter’s board of directors unanimously approved on Monday a $44 billion definitive agreement to be acquired by Musk in which Musk will pay $54.20 per share to take control of the company.
The deal disclosed in the SEC filing states that the deal may be terminated by either side if it has not been completed by October 24, 2022, or if Twitter’s shareholders fail to adopt the Merger Agreement.
“Twitter may terminate the Merger Agreement in certain additional limited circumstances, including to allow Twitter to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal,” The filing adds. “Parent may terminate the Merger Agreement in certain additional limited circumstances, including prior to the adoption of the Merger Agreement by Twitter’s stockholders if the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal.”
If either side terminates the agreement they may have to pay a $1 billion termination fee to the other side depending on the situation, including if Musk were to fail to secure enough debt funding to complete the $44 billion sale.
Twitter would owe Musk $1 billion if it entered “a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal; or (2) Parent terminates the Merger Agreement because the Board recommends that Twitter’s stockholders vote against the adoption of the Merger Agreement or in favor of any competing acquisition proposal.”
Musk weighed in Tuesday afternoon to the political left’s outrage over his offer to buy Twitter being accepted by saying that the visceral reaction to those angered by free speech was telling.
“The extreme antibody reaction from those who fear free speech says it all,” Musk said. “By ‘free speech’, I simply mean that which matches the law,” Musk tweeted. “I am against censorship that goes far beyond the law. If people want less free speech, they will ask government to pass laws to that effect. Therefore, going beyond the law is contrary to the will of the people.”
Related:
- Twitter Locks Changes To Site To Stop ‘Rogue’ Employees From Sabotaging Platform After Musk Buyout
- Former Twitter CEO Jack Dorsey Issues Surprising Statement About Elon Musk Buying Company
- Texas Gov. Abbott Invites Elon Musk To Bring Twitter To Texas Alongside Tesla, SpaceX
This report has been updated to include additional information.