Elon Musk has already stopped his Twitter acquisition in May so he can review the bird app’s fake and spam account data. But now the Tesla CEO has made his threat to withdraw from the deal completely unofficially.
Monday, by letter addressed to Twitter chief legal officer Vijaya Gadde and publicly available on the U.S. Securities and Exchange Commission website, Musk accused Twitter of failing to comply with the terms of their merger agreement and then reminded everyone that he still has the right to abandon the acquisition and “terminate the merger agreement” as a result of Twitter’s disregard.
The letter, written by attorney Mike Ringler on behalf of Musk, begins with an acknowledgment of a June 1 letter from Twitter that responded to “Mr. Musk’s request for the data and information described in my letters from the May 25, 2022 and May 31, 2022. “
The data referenced here is apparently the data from fake and spam Twitter accounts, which are used to calculate percentage estimates of how many accounts in the bird app are fake or spam bots. Musk has repeatedly stated that he does not consider Twitter’s own percentage estimates accurate and asked Twitter to provide him with the account data necessary for him to “make his own analysis.”
Musk’s June 6 letter to Twitter states that Twitter’s most recent offer (in response to Musk’s request for account data) is to simply provide further details on the company’s own test methodologies. , whether by written materials or verbal explanations … “and it is” equal to rejecting Mr. Musk’s requests for data. ” (This description of Twitter’s bid appears to be in line with the app’s recently posted tweet from the app’s CEO, in which he explains Twitter’s methodology for calculating the percentage estimate of bots and fake Twitter accounts.)
The letter further states that under the merger agreement, Twitter is required to “provide data and information that Mr. Musk requests in connection with the execution of the transaction” and that Musk believes that Twitter “refuses to fulfill” its obligations under a merger agreement. The letter also states that Musk, if given access to the data he requested, would ensure that “anyone reviewing the data is bound by a non-disclosure agreement” and that he would not retain or use “any competitively sensitive information” if the agreement don’t go through.
The letter ends with a reminder that Musk “reserves all rights” not to buy Twitter and end the merger deal.
Monday’s letter marks yet another turn in the Twitter / Musk acquisition saga, which first went public in early April.