Musk Again Stirred The World, Tesla Again To Sell Big
44 billion dollars, Musk became the only boss of Twitter, this involved many business drama, finally came to an end, while another big drama slowly opened.
01
First review, this collection of public opinion war and business war classic acquisition, the future is very likely to enter the EMBA classroom, become many business schools teaching case.
step one: acquire Twitter shares in the secondary market, become a shareholder and enter the board of directors.
step two: the result of entering the board of directors one day to announce their withdrawal, because of extreme dissatisfaction with Twitter's business style.
step three: said he wanted to take Twitter private and offered 44 billion to buy the company.
At first, the owner of Twitter did not want to sell, but also specifically engaged in a "poison pill plan", is to use the way to block the acquisition of additional shares, the specific way is a one-year, in April 14, 2023, the expiration of the shareholder rights plan, can be triggered in the controlling shareholder and the company's board of directors disagreement to exercise, to ensure that all other shareholders realize value.
Among other things, the shareholder rights plan's exercise threshold is triggered if an entity, person or group acquires beneficial ownership of at least 15% of Twitter's outstanding common stock without prior board approval.
Obviously, this is aimed at Musk.
However, the $44 billion bid was too tempting, so when Musk made the you-or-not-sell-even declaration, Twitter's shareholders disagreed and, under strong shareholder pressure, Twitter decided to sell the company.
At that time, even the acquisition agreement was signed.
step four: Musk suddenly announced again, I'm sorry I don't want it, don't buy it. Twitter's shareholders again disagreed, it was looking to cash in on the value of Twitter, you said not to buy it? No, you have to buy it!
So Twitter sued Musk, you have to buy.
In court, there was a 151-page document of communication back and forth between Musk and Twitter was released, and the content was quite wonderful, especially at the business level.
For example, Musk offered a whopping $44 billion to buy Twitter, yet instead of forking over the entire amount, he set up two special purpose companies to make the purchase.
The composition of this money, one of the company's money by Musk's stock collateral borrowing, the other company is a bank loan, about 13 billion to borrow.
In other words, in addition to mortgaging part of the stock, Musk does not have to pay even a dime out of his own pocket to acquire Twitter.
Of course, the condition is to borrow money to buy, can not borrow money to pull down, at least the agreement is said so. Perhaps the collateral for the $13 billion loan should be the value of the Twitter company itself. The value of Twitter collateral to borrow money to buy Twitter, Musk is indeed not only a technical genius, but also a business genius.
02
Based on Tesla's stock price and market value, according to Musk's 15% shareholding, not much of a challenge.
After the operation, just yesterday, Musk finally became the sole owner of Tesla. I was expecting him to take a broom into the company to herald the sweeping out of people, but instead he hugged a sink:.
After the deal was struck, several Twitter executives such as CEO Parag Agrawal, CFO Ned Segal and head of legal policy, trust and security Vijaya Gadde, and general counsel Sean Edgett were immediately fired and swept out and barred from the Twitter building for the shortest time possible. At the same time, all code was frozen and Tesla engineers were allowed to take over.
I believe this is something Musk has wanted to do for a long time, because he's seen Twitter's management upset for too long.
The reason for the displeasure is expressed in the statement immediately after, Musk said：
01
First review, this collection of public opinion war and business war classic acquisition, the future is very likely to enter the EMBA classroom, become many business schools teaching case.
step one: acquire Twitter shares in the secondary market, become a shareholder and enter the board of directors.
step two: the result of entering the board of directors one day to announce their withdrawal, because of extreme dissatisfaction with Twitter's business style.
step three: said he wanted to take Twitter private and offered 44 billion to buy the company.
At first, the owner of Twitter did not want to sell, but also specifically engaged in a "poison pill plan", is to use the way to block the acquisition of additional shares, the specific way is a one-year, in April 14, 2023, the expiration of the shareholder rights plan, can be triggered in the controlling shareholder and the company's board of directors disagreement to exercise, to ensure that all other shareholders realize value.
Among other things, the shareholder rights plan's exercise threshold is triggered if an entity, person or group acquires beneficial ownership of at least 15% of Twitter's outstanding common stock without prior board approval.
Obviously, this is aimed at Musk.
However, the $44 billion bid was too tempting, so when Musk made the you-or-not-sell-even declaration, Twitter's shareholders disagreed and, under strong shareholder pressure, Twitter decided to sell the company.
At that time, even the acquisition agreement was signed.
step four: Musk suddenly announced again, I'm sorry I don't want it, don't buy it. Twitter's shareholders again disagreed, it was looking to cash in on the value of Twitter, you said not to buy it? No, you have to buy it!
So Twitter sued Musk, you have to buy.
In court, there was a 151-page document of communication back and forth between Musk and Twitter was released, and the content was quite wonderful, especially at the business level.
For example, Musk offered a whopping $44 billion to buy Twitter, yet instead of forking over the entire amount, he set up two special purpose companies to make the purchase.
The composition of this money, one of the company's money by Musk's stock collateral borrowing, the other company is a bank loan, about 13 billion to borrow.
In other words, in addition to mortgaging part of the stock, Musk does not have to pay even a dime out of his own pocket to acquire Twitter.
Of course, the condition is to borrow money to buy, can not borrow money to pull down, at least the agreement is said so. Perhaps the collateral for the $13 billion loan should be the value of the Twitter company itself. The value of Twitter collateral to borrow money to buy Twitter, Musk is indeed not only a technical genius, but also a business genius.
02
Based on Tesla's stock price and market value, according to Musk's 15% shareholding, not much of a challenge.
After the operation, just yesterday, Musk finally became the sole owner of Tesla. I was expecting him to take a broom into the company to herald the sweeping out of people, but instead he hugged a sink:.
After the deal was struck, several Twitter executives such as CEO Parag Agrawal, CFO Ned Segal and head of legal policy, trust and security Vijaya Gadde, and general counsel Sean Edgett were immediately fired and swept out and barred from the Twitter building for the shortest time possible. At the same time, all code was frozen and Tesla engineers were allowed to take over.
I believe this is something Musk has wanted to do for a long time, because he's seen Twitter's management upset for too long.
The reason for the displeasure is expressed in the statement immediately after, Musk said：
His biggest reason for acquiring Twitter was to preserve a relatively rational platform for society to speak, instead of the current situation where it is either far left or far right, making a mess on it and making it impossible for normal speech to get attention.
At the same time, Musk also promised not to let Twitter become a "free hell" and let those who violate the law and the basic bottom line of speech to flourish.
For a long time, more normal conservative speech has been suppressed, while speech promoting violent hatred and even terrorism has gone unchecked.
In the latest statement about Twitter, Musk said：
At the same time, Musk also promised not to let Twitter become a "free hell" and let those who violate the law and the basic bottom line of speech to flourish.
For a long time, more normal conservative speech has been suppressed, while speech promoting violent hatred and even terrorism has gone unchecked.
In the latest statement about Twitter, Musk said：
03
So, will Musk make Twitter the kind of rational speaking platform he portrays it to be?
Not without some question, some have dug up Musk's shady history, suggesting that he's not the kind of person who would protect free speech, either, as he himself claims.
Opponents cite several examples, saying that a Tesla employee named John Bernal was once fired after posting videos about Tesla's safety performance on the oil pipe.
So, will Musk make Twitter the kind of rational speaking platform he portrays it to be?
Not without some question, some have dug up Musk's shady history, suggesting that he's not the kind of person who would protect free speech, either, as he himself claims.
Opponents cite several examples, saying that a Tesla employee named John Bernal was once fired after posting videos about Tesla's safety performance on the oil pipe.
Then again, a technician at the Nevada Tesla plant, Martin Tripp, was also fired and even hacked after he exposed some of Tesla's environmental failings.
There are several similar examples. One of the key arguments of the opponents is that such an important platform for public discourse should not be a for-profit entity and should not be controlled by the richest people on the planet.
These opponents may forget that Twitter was a for-profit platform before Musk took over. Of course, it's not really a for-profit company either because it's not run very well.
Twitter's results for the second quarter of 2022 were less than stellar, with earnings showing Q2 revenue of $1.18 billion, down 1% year-over-year, and a net loss of $270 million, compared with a profit of $65.6 million a year earlier.
Advertisers are a little nervous about Musk's entry, as he has previously said, "I hate advertising.
He and Twitter co-founder Jack Dorsey, as well as investors in the deal, have suggested abandoning the ad business and generating revenue through subscriptions and other means, which has raised concerns among advertisers.
In case he really didn't want to earn money from advertising, a big piece of the pie was going to fly. But it turns out their fears were a bit superfluous.
On Oct. 27, Musk tweeted that he wanted Twitter to be the most respected advertising platform.
These opponents may forget that Twitter was a for-profit platform before Musk took over. Of course, it's not really a for-profit company either because it's not run very well.
Twitter's results for the second quarter of 2022 were less than stellar, with earnings showing Q2 revenue of $1.18 billion, down 1% year-over-year, and a net loss of $270 million, compared with a profit of $65.6 million a year earlier.
Advertisers are a little nervous about Musk's entry, as he has previously said, "I hate advertising.
He and Twitter co-founder Jack Dorsey, as well as investors in the deal, have suggested abandoning the ad business and generating revenue through subscriptions and other means, which has raised concerns among advertisers.
In case he really didn't want to earn money from advertising, a big piece of the pie was going to fly. But it turns out their fears were a bit superfluous.
On Oct. 27, Musk tweeted that he wanted Twitter to be the most respected advertising platform.
So, I'm afraid there's nothing that can't change with Musk who wants to go to Mars, and if nothing changes, there's no such thing as a recoverable rocket.
After all, one of the world's most famous social media platform, has been in his control, you have to say that he will not be used to vigorously promote their own products, is no one believe.
After all, one of the world's most famous social media platform, has been in his control, you have to say that he will not be used to vigorously promote their own products, is no one believe.
