Twitter, Under Pressure From Shareholders, Initiates Negotiations With Musk

The company's decision earlier on Sunday to negotiate with Musk does not guarantee it will accept his $54.20 per share offer, sources added. This indicates, however, that Twitter (NYSE:TWTR) is currently considering the possibility of selling the firm to Musk on favorable terms, the individuals noted.

Musk, the CEO of Tesla (NASDAQ:TSLA) Inc, has been meeting with Twitter shareholders in recent days to solicit support for his proposal. He has stated that Twitter must be privatized in order to flourish and develop into a genuine forum for free speech.

Many Twitter shareholders contacted the business on Sunday after Musk unveiled a comprehensive funding plan for his proposal on Thursday, urging it not to let the potential for a transaction slip away.

Musk's insistence that his bid for Twitter is his "best and final" proposal has become a stumbling block in the transaction negotiations, sources claimed. Nonetheless, Twitter's board of directors has opted to interact with Musk in order to gain additional information on Musk's ability to close the deal and maybe negotiate better terms, the individuals noted.

According to the sources, Twitter has not yet decided whether to pursue a sale in order to pressure Musk to increase his price. The individuals with knowledge of the subject requested anonymity due to the nature of the deal discussions.

Twitter wants to learn more about any ongoing investigations into Musk by regulators, including the United States Securities and Exchange Commission (SEC), that may jeopardize the deal's completion, one of the sources added.

Musk, who settled claims that he deceived investors four years ago by implying he had secured funds to take Tesla private, may have violated SEC disclosure regulations earlier this year when he acquired a stake in Twitter.

The source added that Twitter is also investigating if regulators in any of the main markets in which it operates would object to Musk owning the firm. If Twitter establishes that a sale to Musk would be dangerous, it may seek a sizable break-up fee, sources said.

Following Musk's approach, the social media company implemented a poison pill to prohibit Musk from increasing his more than 9% ownership in the company above 15% without first negotiating with the company's board of directors. Musk has vowed to make a tender offer in response, in order to garner support for his proposal from Twitter shareholders.

Twitter's board considered the possibility that unless it sought to negotiate a deal with Musk, many shareholders could support him in a tender bid, sources said.

While the poison pill would prohibit Twitter shareholders from tendering their shares, the firm is concerned that its negotiating position would deteriorate significantly if it was seen to be acting against the wishes of a sizable portion of its investors, the sources claimed.

Twitter and Musk representatives did not immediately reply to calls for comment.

Earlier on Sunday, the Wall Street Journal reported that Musk and Twitter would meet to discuss the acquisition bid.

'EXTRAORDINARY VALUE'

The sources indicated that Twitter shareholders' price estimates for the sale vary significantly dependent on their investing approach.

Active long-term shareholders, who combined with index funds own the majority of Twitter stock, predict higher prices, some in the $60s per share, according to the sources. They are also more willing to give Parag Agrawal, who took over as CEO of Twitter in November, further time to improve the company's stock value, the sources noted.

"I feel that Elon Musk's proposed offer ($54.20 per share) falls short of Twitter's fundamental value considering its development possibilities," Saudi Arabia's Prince Alwaleed bin Talal, a Twitter shareholder, tweeted on April 14.

According to the sources, short-term investors such as hedge funds want Twitter to accept Musk's offer or request only a minor increase. Some of these executives are concerned that a recent decline in the value of technology equities amid fears about inflation and an economic slowdown makes it doubtful that Twitter will ever be able to generate greater value for itself, the sources noted.

"I would say take the $54.20 per share and walk away," said Sahm Adrangi, portfolio manager at Kerrisdale Capital Management, a hedge fund that owns 1.13 million shares of Twitter, or 0.15 percent of the firm, and has been an investor since early 2020.

One bright spot for Twitter's board is that Musk's offer did not appear to convert a significant portion of his 83 million Twitter followers into new owners in the San Francisco-based firm willing to support his proposal, sources said.

According to the sources, Twitter's retail investment base has expanded from approximately 20% before to Musk's April 4 announcement to approximately 22%.