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Elon Musk Officially Seeks to Terminate Twitter Takeover Deal

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Elon Musk Launches Hostile Takeover Bid for Twitter

It seemed inevitable, and now, Elon Musk has officially filed a motion with the SEC to terminate his $44 billion takeover of Twitter, based on Twitter’s failure to provide accurate information on the number of fake accounts on its platform.

In a letter filed on behalf of Musk and his investment partners at Morgan Stanley, Musk is seeking to cancel the acquisition due to a ‘material breach of multiple provisions’ of the original merger agreement.

As per the filing:

‘[Twitter] appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement).”

Musk’s team says that, despite repeated requests for qualifying information, Twitter had failed to provide them with the data required to make an accurate and true assessment of the number of fake accounts on its platform.

“While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisors all data and information that Mr. Musk requests “for any reasonable business purpose related to the consummation of the transaction,” Twitter has not complied with its contractual obligations.”

Musk’s team says that it has been seeking more information from Twitter for nearly two months, with Twitter only providing limited access to the required data, in violation of the terms.

“Sometimes Twitter has ignored Mr. Musk’s requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information.”

In total, Musk’s team says that Twitter has failed to provide them with information on:

  • Information related to Twitter’s process for auditing the inclusion of spam and fake accounts in mDAU
  • Information related to Twitter’s process for identifying and suspending spam and fake accounts
  • Daily measures of mDAU for the past eight (8) quarters
  • Board materials related to Twitter’s mDAU calculations
  • Materials related to Twitter’s financial condition

Because Twitter has failed to comply with these requests within a reasonable time period, that, Musk’s team says, is a violation of the deal’s terms, and is therefore reason enough to cancel the agreement.

The letter also notes that Musk’s team is still unconvinced of Twitter’s metrics, with its own analysis of Twitter’s expanded usage data, which it provided last month, showing that fake accounts are more prevalent in the app than Twitter claims:

Preliminary analysis by Mr. Musk’s advisors of the information provided by Twitter to date causes Mr. Musk to strongly believe that the proportion of false and spam accounts included in the reported mDAU count is wildly higher than 5%.”

Musk’s team also says that, based on its discussions with company execs, its understanding is that Twitter includes accounts that have been suspended within its active user metrics, which it says would see Twitter still including known fake and spam accounts within its publicly reported figures. Musk’s team also says Twitter’s process for determining the percentage of fake accounts ‘appears to be arbitrary and ad hoc’, further clouding their metrics.

Based on these ongoing questions, and Twitter’s failure to provide adequate justifications for such, Musk and Co. want to pull out, which will now put the onus on the SEC and/or the courts to decide whether the reasoning here is justified, and how it moves forward, or not, with the merger.

Which could be a disaster for Twitter, which has already cut executive jobs and shifted its entire business approach, in preparation for a pending Musk takeover.

Indeed, this week, reports suggested that Twitter CEO Parag Agrawal is ‘willing to go to war’ in order to make Elon Musk follow through with his takeover bid, even if Musk looks to back out of the process. Agrawal would personally be in for a big payday if the Musk deal were to go through – but more than that, the deal falling apart now would raise significant questions over Twitter’s future, and its capacity, as a business, to become a more viable, valuable proposition.

The overriding consensus thus far has been that Musk will eventually have to go through with his Twitter takeover push either way, because Musk waived various due diligence measures in his initial offer, in order to expedite the transaction,

But in today’s letter, Musk’s team has also provided a note of clarity on this point:

Despite public speculation on this point, Mr. Musk did not waive his right to review Twitter’s data and information simply because he chose not to seek this data and information before entering into the Merger Agreement. In fact, he negotiated access and information rights within the Merger Agreement precisely so that he could review data and information that is important to Twitter’s business before financing and completing the transaction.”

It seems, then, that a stand-off is coming, with Musk now making the move that many had expected, which will force Twitter to respond and provide a detailed explanation of such to the SEC.

Twitter board Chairman Bret Taylor was quick to respond to the news:

Will Musk be able to get out of the deal, or will Twitter indeed be able to force Musk to pay up, based on the terms of the agreement?

It looks like things are about to get really ugly, which can only be bad for Twitter as a business.



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Musk regrets controversial post but won’t bow to advertiser ‘blackmail’

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Elon Musk's comments at the New York Times' Dealbook conference drew a shocked silence

Elon Musk’s comments at the New York Times’ Dealbook conference drew a shocked silence – Copyright GETTY IMAGES NORTH AMERICA/AFP Slaven Vlasic

Elon Musk apologized Wednesday for endorsing a social media post widely seen as anti-Semitic, but accused advertisers who are turning away from his social media platform X of “blackmail” and said anyone who does so can “go fuck yourself.”

The remark before corporate executives at the New York Times’ Dealbook conference drew a shocked silence.

Earlier, Musk had apologized for what he called “literally the worst and dumbest post that I’ve ever done.”

In a comment on X, formerly Twitter, Musk on November 15 called a post “the actual truth” that said Jewish communities advocated a “dialectical hatred against whites,” which was criticized as echoing longtime conspiracy theory among White supremacists.

The statement prompted a flood of departures from X of major advertisers, including Apple, Disney, Comcast and IBM who criticized Musk for anti-semitism.

“I’m sorry for that tweet or post,” Musk said Wednesday. “It was foolish of me.”

He told interviewer Andrew Ross Sorkin that his post had been misinterpreted and that he had sought to clarify the remark in subsequent posts to the thread.

But Musk also said he wouldn’t be beholden to pressure from advertisers.

“If somebody’s gonna try to blackmail me with advertising, blackmail me with money?” Musk said. “Go fuck yourself.”

But the billionaire acknowledged that there were business implications to the advertiser actions.

“If the company fails… it will fail because of an advertiser boycott” Musk said. “And that will be what will bankrupt the company.”

Musk, who met with Israeli Prime Minister Benjamin Netanyahu during a visit to Israel earlier this week, insisted in the interview that he holds no discrimination against Jews, calling himself “philo-Semitic,” or an admirer of Judaism.

During the interview, Musk wore a necklace given to him by a parent of an Israeli hostage taken in the Hamas attack on October 7. The necklace reads, “Bring Them Home.”

Musk told Sorkin that the Israel trip had been planned earlier and was not an “apology tour” related to the controversial tweet.

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TikTok Encourages Creators To Make Longer Videos, With Focus On Ad Revenue 11/30/2023

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TikTok Encourages Creators To Make Longer Videos, With Focus On Ad Revenue 11/30/2023

With a need to expand its advertising business, TikTok is now fully focused on the output of long-form videos.

A new report by The Information shows the company’s recent efforts to convince
creators to put out longer videos in order to provide more room for ad placements.

According to the …



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X Adds Option To Embed Videos in Isolation From Posts

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X Adds Option To Embed Videos in Isolation From Posts

Next time you go to embed an X post, you may notice a new step:

Now, X will enable you to choose whether you want to embed the video element in isolation, or the whole post, as normal.

And if you do choose to embed just the video (or GIF), it’ll look like this:

Which could be a helpful way to present X-originated video on third-party websites, and add context to, say, your blog post, without the clutter of the full X framing.

But it could also reduce brand exposure for X, which is likely why Twitter didn’t enable this before, though it did once provide an “embedded video widget” which essentially served the same purpose.

X embeds

Twitter gradually seemed to phase that out as the platform evolved, and there’s no specific reason that I can find as to why it removed it as an option. But either way, now, it’s back, so you have more options for using X-originated content, and putting more focus on video elements specifically.

Though I don’t know why they didn’t also take the opportunity to remove the ‘Tweet’ reference. Since the re-brand to X, the platform seems to have gone to little effort to weed out all the tweet and bird terminology, but then again, with 80% fewer staff, that’s probably understandable as well.



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