The official profile of Ilona Maska on the social network Twitter.
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A new statement to the Securities and Exchange Commission sheds light on the first Twitter board talks with billionaire Elon Musk when he decided to join the board and later abandon the plan and try to take over the company.
In the end, the board agreed to sell the Mask for $ 44 billion, although Tesla’s CEO said the deal was suspended as he studied the number of spam accounts and bots on the platform.
Tuesday’s filing shows a schedule of conversations in terms of Twitter ahead of the deal, starting on March 26, when Musk addressed former CEO Jack Dorsey, “to discuss the future direction of social media”. The same day, Musk also addressed Twitter board member Egan Durban, and they discussed the possibility of Musk joining the board.
The next day, Musk spoke with Twitter Chairman Bret Taylor and CEO Parag Agrawal about his interest in Twitter, saying he was considering joining the board, trying to make Twitter private or create a competitor.
After board meetings with Musk, which included lawyers and bankers, they reached an agreement to join Mask to the board in early April, subject to inspections and other routine procedures.
On April 4, Musk asked Dorsey about his prospect on Twitter. Dorsey told Musk that he personally believes Twitter will be better equipped to focus on performance as a private company, according to the document. Musk asked if Dorsey would remain on the board, even if he was already set to leave, and Dorsey refused.
Shortly after that conversation, the board completed Mask’s review, and his appointment to the board was due to take effect on April 9th. Until that date, Musk and Agraval continued to discuss business and Twitter products pending his new role on the board. But before the appointment took effect, Musk told Taylor and Agrawal that he would no longer join the council and would instead make a proposal to make Twitter private.
This sparked an insane few weeks when Musk did what he called his “best and last” offer to buy Twitter for $ 54.20 per share. The board later passed a so-called poison pill or shareholder rights plan to prevent the mask from being taken over by the enemy. But then he voiced the idea of a tender offer, addressing shareholders directly in the takeover process, which again seemed to have influenced the calculation of Twitter’s board decision on whether to accept Mask’s original offer.
During the discussion of the application, the Twitter Board considered its historical problems in business development, and determined that it is “unlikely” that other potential buyers will be interested or able to buy Twitter based on regulatory, financial and compliance risks. They also felt that Musk could start an unwanted takeover and that Musk’s first offer was probably “the best price Twitter could get from him.”
In the end, the board agreed to the deal. Later, on May 5, Musk publicly revealed that he was talking to existing shareholders, including Dorsey, about retaining capital in the newly merged company. According to the document, Dorsey informed the company of these talks and that he could eventually own a stake in the resulting firm.
Ever since Musk made the offer, Twitter shares have fallen along with the broader market, raising questions from investors as to whether the deal could still move to the finish line. Musk hinted at the event that he may seek to reconsider the price.
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Correction: Egan Durban is a board member of Twitter. In the previous version, his name was misspelled.