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2 years ago

Elon Musk hints at next move
By Terry A. Hurlbut
Elon Musk seems to be still planning to take control of Twitter, Inc. (NYSE:TWTR). He hinted at that in a tweet over Easter weekend, even after Twitter adopted a poison pill defense. Now everyone is asking: what will he do next?
Previous reports on the Elon Musk and Twitter war:
Recall all that has happened thus far:
1. Elon Musk disclosed that he owned 9.2 percent of the company.
2. Twitter offered him a board seat, on condition that he not buy more than 14.9 percent of the company. He refused.
3. He then offered to buy all outstanding shares for $54.20 US, cash. After that,
4. Twitter adopted a poison pill defense or “limited duration shareholder rights” plan.
Twitter shared the details of their plan in a press release on Friday. This paragraph describes how it works:
Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15% or more of Twitter's outstanding common stock in a transaction not approved by the Board. In the event that the rights become exercisable due to the triggering ownership threshold being crossed, each right will entitle its holder (other than the person, entity or group triggering the Rights Plan, whose rights will become void and will not be exercisable) to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right.
Two definitions are crystal clear.
• Entity means a registered business of some kind – typically a partnership, corporation, or “doing business as” name.
• Person means a live human being.
But: what is a group? Classically a group is a registered collection of entities. But group could mean any set of entities or persons acting together.
Hints Elon Musk has dropped
The sources for the latest hints by Elon Musk, and speculation by others, include two videos:
https://www.youtube.com/watch?v=I5F08ZKTZrg
https://www.youtube.com/watch?v=dFLay1fOcMQ
and stories in The Western Journal, OutKick, and The Daily Wire.
Elon Musk dropped his first hint on Saturday, when he tweeted the phrase “Love Me Tender” in “musical quotes.”
https://twitter.com/elonmusk/status/1515405264740134918
That would be “tender” as in “offer.”
That same day, Mr. Chris Bakke shared this valuable insight. As it turns out, most of Twitter’s directors, including the Chairman of the Board, own little to no stock! The sole exception is Jack Dorsey, who owns two and a quarter percent – and he’s leaving the Board.
https://twitter.com/ChrisJBakke/status/1515377028295389186
Musk took note and observed that the economic interests of these directors do not align with those of shareholders.
https://twitter.com/elonmusk/status/1515403974802870279
A South Carolina State Senate candidate reminded everyone that Musk’s offer is more than reasonable. He accused the Board of dereliction of fiduciary duty.
https://twitter.com/SwainForSenate/status/1515404760643686401
Objectively, no one could deny that. Fox Business tells us that most Top Twelve investors own Twitter only because Twitter shows up in their Exchange Traded Funds trades. In other words, they own Twitter by accident, not intention. On the other hand, the Board members are drawing about $300,000 a year each in directors’ fees. Elon Musk has already said that when he takes over, those directors’ fees go to zero.
Corruption, financial and ideological
So, ideology aside, the Board members might not want their cushy jobs to go away. They therefore will appeal to ideology to stay in power – and money. As David Sacks also said on Twitter, we’ll find out how deep the corruption goes.
https://twitter.com/elonmusk/status/1515367711894917122
Jack Dorsey himself has started slamming the Board in public, even though, strictly speaking, he’s not allowed to say such things yet.
https://twitter.com/jack/status/1515559905499009025
He went so far as to say that the company is dysfunctional. He said this after another user said the history of the Board is one of “plots and coups.” The story, this other user suggested, could become a Hollywood movie.
Now comes word that Elon Musk will bring in partners to help him force a sale. He and they would each buy just under fifteen percent of the company. Four such portions would be enough to take control. But: could Twitter cry “Collusion” and “Group” on Musk and his partners? Again, it all depends on what one’s definition of the word group is. At this writing, Twitter hasn’t actually filed its poison pill plan with the Securities and Exchange Commission. When they do, they might have to define group in greater detail, to show whether it would cover such an informal partnership.
Other insights
If the consideration on buying or selling were strictly business, letting Elon Musk buy Twitter at his proposed price makes sense for everyone – except members of the Board. Again, if the sale goes through, every Board member is out of a job and out $300,000 a year. For every other shareholder of record, it’s a financial winner. That’s what Elon meant by the Board’s interests not aligning with shareholder interests. And again, if money is all that matters, none of those institutional investors would want to hold onto the stock. One analysis told Fox Business that the stock is a dog – and then apologized to dogs!
But if all those Top Twelve investors have ideological motives, they could refuse their proxies if Musk started gathering them. The Kingdom of Saudi Arabia already has an ideological motive. Two Twitter employees were caught red-handed spying for the Kingdom. Vanguard and BlackRock have reputations for membership in, or ties to, the World Economic Forum. That makes them Deep State players. If Fox Business didn’t mention that, maybe somebody threatened their families to make sure they wouldn’t.
Again, that leaves the idea of millions of small investors buying a hundred shares each and giving Elon their proxies. To borrow a scenario from Hollywood, don’t wait for the Magnificent Seven or the Fantastic Four to save you. Grab a hoe, or the equivalent, and take after the Deep State bandits yourself. Enough of you, doing that, can make things happen.