Twitter on Thursday said the notion Elon Musk was “hoodwinked” into inking a $44 billion buyout deal defies reason and the facts.
In a filing, Twitter rejected counterclaims made by Musk as he fights to walk away from the deal he inked in April to buy the San Francisco-based company.
“According to Musk, he – the billionaire founder of multiple companies, advised by Wall Street bankers and lawyers – was hoodwinked by Twitter into signing a $44 billion merger agreement,” Twitter said.
“That story is as implausible and contrary to the fact as it sounds.”
Musk last week filed a countersuit along with a legal defense against Twitter’s claim that the billionaire is contractually bound to complete the takeover deal.
“The counterclaims are a made-for-litigation tale that is contradicted by the evidence and common sense,” Twitter argued in the filing.
A five-day trial that will consider Twitter’s lawsuit against Musk has been scheduled for October 17.
The Tesla boss wooed Twitter’s board with a $54.20 per-share offer, but then in July announced he was ending their agreement because the firm had misled him regarding its tally of fake and spam accounts.
Twitter, whose stock price closed at $41.06 on Thursday, has stuck by its estimates that less than 5 percent of the activity on the platform is due to software “bots” rather than people.
Twitter told the court that Musk’s claim that the false account figure tops 10 percent is “untenable.”
The company also disputed Musk’s assertion that he has the right to walk away from the deal if Twitter’s bot count is found to be wrong since he didn’t ask anything about bots when he made the buyout offer.
“Musk forwent all due diligence – giving Twitter twenty-four hours to accept his take-it-or-leave-it offer before he would present it directly to Twitter’s stockholders,” the filing said.
The company accused Musk of contriving a story to escape a merger agreement that he no longer found attractive.
“Twitter has complied in every respect with the merger agreement,” the company said in the filing made to Chancery Court in the state of Delaware.
“Musk’s counterclaims, based as they are on distortion, misrepresentation, and outright deception, change nothing.”
The social media platform has urged shareholders to endorse the deal, setting a vote on the merger for September 13.
“We are committed to closing the merger on the price and terms agreed upon with Mr. Musk,” Twitter chief executive Parag Agrawal and board chairman Bret Taylor said in a letter to investors.
Billions of dollars are at stake, but so is the future of Twitter, which Musk has said should allow any legal speech — an absolutist position that has sparked fears the network could be used to incite violence.
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