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Investment Solutions

Features

Twitter Takeover Saga Takes a Fresh Turn

Rene Anthony

Tuesday, April 19, 2022

Tuesday, April 19, 2022

Little was playing out in Twitter favour over recent months. That is, until Elon Musk decided to go shopping for shares in the social media platform. Even then, it has created a major dilemma for the company.

Little was playing out in Twitter favour over recent months. That is, until Elon Musk decided to go shopping for shares in the social media platform. Even then, it has created a major dilemma for the company.

It one of the most well-known social media platforms across the world, but after a period where the Twitter (NASDAQ; TWTR) share price fell out of favour amid a rotation away from tech stocks, interest is suddenly brewing.

And that interest is also sparking another series of debates, spanning a range of diverse topics from free speech, to media ownership and control, as well as a valuation debate. 

Musk makes a play for full control of Twitter

Elon Musk set the scene for an explosive battle last week when he announced he would make a takeover play for the social media platform, hoping to drive a greater focus on free speech.

Originally taking up a 9.2% stake in the company, Musk was offered a position in the Board, however, he subsequently turned that down as it would have required him to maintain a passive' interest in the company. 

In effect, under such an arrangement, Musk would not have been allowed to make a play for the company, and his influence would have been limited to that of a Board member.

Sensing the potential hurdles that would create in his quest to drive broader change and transparency at Twitter, Musk wasted no time in making an offer to acquire all shares in the company. Arguing the company would need to be a private business for true transformation to take place, Musk made a US$43 billion takeover bid for Twitter, equivalent to $54.20 per share.

How has Twitter responded?

In response to the bid, the Twitter Board first announced that it would take the time to formally review and assess Musk bid, which is standard practice when it comes to takeover action.

However, what followed next was a move that seems to imply the Board is looking to buy itself more time and potentially turn down the offer. The company rolled out a limited duration shareholder rights plan, which is sometimes called a poison pill defence.

This strategy is a defensive move that seeks to shield a company from a potential hostile takeover bid, or what Twitter calls coercive or otherwise unfair takeover tactics

Under a limited duration shareholder rights plan, Twitter is able to issue new shares at a discounted price to all shareholders except Elon Musk. Individuals or entities that would acquire over 15% of the company without board approval are effectively diluted by the strategy.

Musk ramps up the pressure

Twitter defensive move prompted a rebuke from Musk, who was quick to point out that the company Board has almost no economic interest in the company, and that outside of Jack Dorsey, who is retiring soon, its members' interests are not aligned with those of shareholders.

Musk also hinted at a Plan B, even though he initially said his bid was a final offer. But ever the genius, a follow-up could take a different form. There has been speculation in the media that Musk could make a tender offer directly to shareholders in order to secure their shares. 

Should he be successful, Musk has also proposed cutting all salaries for its Board of directors in a move that would save the company up to US$3 million per annum. In the event the bid is turned down, Musk has also warned that he would re-evaluate his stake in the social media giant.

Enter a new takeover suitor? 

While Musk is the only party to formally show their hand in an effort to acquire Twitter thus far, it is understood tech-oriented private equity firm Thoma Bravo approached the social media player to express its interest in putting a rival bid on the table.Elsewhere, speculation is focusing on other potential parties that might be interested in a stake in Twitter as a partner. This includes private equity firm Silver lake, which already has a major holding in Twitter, and Oracle (NYSE: ORCL), which previously tried to gain a foothold in the industry via TikTok, and whose co-founder Larry Ellison is on the Board of Tesla (NASDAQ: TSLA).More recently, Apollo Global Management has emerged as an interested party in terms of providing finance for a bidder, including Musk or Thoma Bravo. Reports suggest finance would be in the form of credit or preferred equity, rather than being a consortium to a bid.

From here, whether Musk can acquire Twitter remains to be seen. There are still a number of hurdles in the way of a successful Musk bid, including the aforementioned matter of financing given Musk largely-illiquid assets, as well as a disenfranchised employee base and defensive Board, Musk ability to spread time across multiple companies, and a bid price well below the 52-week high of US$73 per share.

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