But the takeover faces major uncertainty after Musk filed to terminate his $44 billion offer earlier this month, saying Twitter had “failed or refused to” hand over information that would help Musk and his team ascertain the true number of bots or spam accounts on the social media platform. Twitter has vowed to move forward with the deal, and hit back by filing a lawsuit against Musk.
“Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away,” the company wrote in its suit.
Nell Minow, a corporate governance expert who is vice chair of ValueEdge Advisors, said Twitter’s timing for the shareholder vote, which is a required step in completing the deal, is probably not a coincidence.
Holding the shareholder vote before the trial signals that Twitter is continuing the deal as normal.
“I think it’s strategic,” she said. “If I were the lawyers advising Twitter, I would say the power move here is to act like the deal’s going forward.”
Twitter has an obligation to act in the best interest of its shareholders, and it has indicated that completing the deal remains its goal. A Delaware judge scheduled a trial for the suit in October.
“This is all just a big game of battleship as they’re moving pieces around,” added Minow, who is an investor in Tesla, Musk’s electric car company.