FILE – Tesla and SpaceX Chief Executive Officer Elon Musk speaks at the SATELLITE Conference and Exhibition in Washington, on March 9, 2020.
DETROIT (AP) — Elon Musk is threatening to walk away from his $44 billion bid to buy Twitter, accusing the company of refusing to give him information about its spam bot accounts.
Lawyers for the Tesla and SpaceX CEO made the threat in a letter to Twitter dated Monday. That letter was included in a filing from Twitter with the Securities and Exchange Commission.
The letter says Musk has repeatedly asked for the information since May 9, about a month after his offer to buy the company, so he could evaluate how many of the company’s 229 million accounts are fake.
Shares of Twitter Inc. tumbled more than 5% at the opening bell Monday.
A message was left early Monday seeking comment from Twitter.
The lawyers say in the letter that Twitter has offered only to provide details about the company’s testing methods. But they contend that’s “tantamount to refusing Mr. Musk’s data requests.” Musk wants data so he can do his own verification of what he says are Twitter’s lax methodologies.
The lawyers say that based on Twitter’s latest correspondence, Musk believes the company is resisting and thwarting his information rights under the April merger agreement.
“This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement,” the letter says.
Twitter CEO Parag Agrawal has said the company has consistently estimated that fewer than 5% of Twitter accounts are fake. Twitter has disclosed its bot estimates to the U.S. Securities and Exchange Commission for years, while also cautioning that its estimate might be too low.
The bot problem also reflects a longtime fixation for Musk, one of Twitter’s most active celebrity users, whose name and likeness are often mimicked by fake accounts promoting cryptocurrency scams. Musk appears to think such bots are also a problem for most other Twitter users, as well as advertisers who take out ads on the platform based on how many real people they expect to reach.
Experts have said Musk can’t unilaterally place the deal on hold, although that hasn’t stopped him from acting as though he can. If he walks away, he could be on the hook for a $1 billion breakup fee.
The Twitter sale agreement allows Musk to get out of the deal if there is a “material adverse effect” caused by the company. It defines that as a change that negatively affects Twitter’s business or financial conditions.
In the letter, Musk attorney Mike Ringler points to a spat over a June 1 letter from Twitter in which the company said its information obligations are limited to facilitating the closing of the sale. It says Twitter is obligated to provide data for any reasonable business purpose needed to complete the deal.
Twitter also has to cooperate with Musk’s effort to get the financing for the deal, including providing information that’s “reasonably requested” by Musk, the letter states.
The letter contends that Musk is not required to explain his rationale for requesting data or submit to “new conditions the company has attempted to impose on his contractual right to the requested data.”
It alleges that Musk is entitled to the data about the core of Twitter’s business model so he can prepare the transition to his ownership.
O’Brien reported from Providence, Rhode Island.
Elon Musk and Twitter: A timeline
January 31: Musk begins building up his Twitter stake
Musk starts quietly buying up Twitter shares, building his stake in the company. But it would be months before he disclosed this fact to the public.
March 14: Musk’s Twitter stake tops 5%
Musk’s stake in Twitter tops 5%, but that fact is not disclosed until the following month. Musk was obligated to disclose his stake within 10 days of crossing the 5% threshold, but waited 21 days to do so. During that time, he continued building up his stake.
March 24: Asking whether Twitter should change
The billionaire begins to make pointed statements about the platform from his account. “Twitter algorithm should be open source,” he wrote, with a poll for users to vote “yes” or “no.”
The following day, Musk tweets out another poll to his followers: “Free speech is essential to a functioning democracy. Do you believe Twitter rigorously adheres to this principle?”
March 26: Musk reaches out to Jack Dorsey
Musk reaches out to Twitter cofounder and former CEO Jack Dorsey to “discuss the future direction of social media,” according to a company filing later put out by the company. The two tech founders are known to have a bit of a billionaire bromance on and off Twitter.
April 3: Twitter leadership meets to discuss Musk
Twitter’s board and some of its leadership team meet with representatives from Wilson Sonsini, a law firm, and J.P. Morgan to discuss the possibility of Musk joining the company’s board, according a later securities filing. Dorsey is said to have told the board that “he and Mr. Musk were friends,” according to the filing.
In the meeting, the Twitter board discussed wanting Musk to agree to “‘standstill’ provisions”,” according to the filing. This would effectively “limit his public statements regarding Twitter, including the making of unsolicited public proposals to acquire Twitter (but not private proposals) without the prior consent of the Twitter Board.”
April 4: Surprise! Musk becomes Twitter’s largest shareholder
Musk is revealed to be Twitter’s largest individual shareholder, with a more than 9% stake in the company.
News of the purchase sends shares of the social media company soaring more than 20% in early trading and kicks off a wave of speculation about how Musk might push for changes on the platform.
April 5: Musk agrees to join the board
Twitter CEO Parag Agrawal announces Musk will join Twitter’s board of directors. “Through conversations with Elon in recent weeks, it became clear to us that he would bring great value to our Board,” Agrawal says in a post on Twitter.
As part of the appointment, Musk agrees not to acquire more than 14.9% of the company’s shares while he remains on the board. His term on the board is set to go through 2024, according to a regulatory filing.
April 10: Just kidding. Musk ditches the board
Agrawal announces that Musk has decided not to join the board after all. “I believe this is for the best,” Agrawal writes in a letter to the Twitter team.
The reversal opens the door for Musk to pursue a greater stake in the company — and frees him to tweet his many thoughts about the company.
April 14: Musk offers to buy Twitter and ‘unlock’ its potential
Musk stuns the industry by making an offer to acquire all the shares in Twitter he does not own at a valuation of $41.4 billion. The cash offer represents a 38% premium over the company’s closing price on April 1, the last trading day before Musk disclosed that he had become the company’s biggest shareholder.
“I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy. However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company,” Musk writes in his offer letter. “Twitter has extraordinary potential. I will unlock it.”
April 15: The poison pill
Twitter’s board of directors adopts a “poison pill” provision, a limited-term shareholder rights plan that potentially makes it harder for Musk to acquire the company.
April 21: Musk lines up $46.5 billion in financing
Musk lines up $46.5 billion in financing for the deal, including two debt commitment letters from Morgan Stanley and other unnamed financial institutions and one equity commitment letter from himself, according to a regulatory filing.
The billionaire also reveals that he has not received a formal response from Twitter a week after his acquisition offer. He said he is “seeking to negotiate” a definite acquisition agreement and “is prepared to begin such negotiations immediately” — an apparent reversal from his statement in his acquisition offer letter that it would be his “best and final” offer.
Although he is the richest person in the world, much of Musk’s wealth is tied up in Tesla stock, and some followers of the company speculate that it could be challenging for Musk to raise debt against the historically volatile stock.
April 25: Twitter agrees to sell itself to Elon Musk
Twitter announces that it has agreed to sell itself to Musk in a deal valued at around $44 billion. At a conference later in the day, Musk describes his offer to buy Twitter in characteristically sweeping terms as being about “the future of civilization,” not just making money.
At an all-hands meeting that afternoon, Twitter employees raise questions about everything from what the deal would mean for their compensation to whether former US President Donald Trump would be let back on the platform.
April 29: Musk cashes out billions in Tesla stock
Filings reveal Musk sold $8.5 billion of his Tesla stock in the three days after Twitter board agreed to the sale for an average of $883.09 per share. The filings did not disclose the reason for the sale, but Musk appeared to be raising funds to buy Twitter.
May 4: With a little help from his billionaire friends
Musk raises another $7 billion in financing for the deal. The new investors include Oracle founder Larry Ellison, cryptocurrency platform Binance and venture capital firm Sequoia Capital, according to a filing.
May 10: Musk says he would reinstate Trump’s account
Musk confirms what many have assumed for weeks: he would reverse Twitter’s Trump ban if his deal to buy the company is completed.
“I do think it was not correct to ban Donald Trump, I think that was a mistake,” Musk said. “I would reverse the perma-ban. … Banning Trump from Twitter didn’t end Trump’s voice, it will amplify it among the right and this is why it’s morally wrong and flat out stupid.”
May 6: Musk’s lofty goals for Twitter, revealed
Musk aims to increase Twitter’s annual revenue to $26.4 billion by 2028, up from $5 billion last year, according to a New York Times report, citing Musk’s pitch deck presented to investors. To achieve that lofty goal, Musk intends to bolster Twitter’s subscription revenue and build up a payments business while decreasing the company’s reliance on advertising sales, according to the report.
May 12: A partial hiring freeze and executive departures
Twitter confirms to CNN Business that the platform is pausing most hiring and backfills, except for “business critical” roles, and pulling back on other non-labor costs ahead of the acquisition. In addition, Twitter says general manager of consumer, Kayvon Beykpour, and revenue product lead, Bruce Falck, are leaving the company.
May 13: Twitter deal ‘temporarily on hold’
Musk tweets that the deal is on hold, linking to a Reuters report from nearly two weeks earlier, about Twitter’s most recent disclosure about its amount of spam and fake accounts. The figure cited in the report, however, is in line with prior quarterly disclosures.
“Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users,” Musk tweeted.
Shares of the social media site plummet after Musk’s announcement, dropping more than 10% at market open. Two hours after announcing the hold, Musk says he remains set on purchasing Twitter. “Still committed to acquisition,” he wrote.
Later in the day, Musk says his team is testing Twitter’s numbers and “picked 100 as the sample size number, because that is what Twitter uses to calculate <5% fake/spam/duplicate.”
May 14: Oops. NDA problems?
Musk tweets out that Twitter’s legal team accused him of breaking a nondisclosure agreement when the billionaire revealed the platform’s sample size for automated user checks is allegedly just 100 users.
“Twitter legal just called to complain that I violated their NDA by revealing the bot check sample size is 100! This actually happened,” wrote Musk.
May 16: Poop emoji
The standoff over bot accounts continues as Musk exchanges a series of tweets with Agrawal over the issue. After Agrawal carefully explains how Twitter attempts to combat and measure spam accounts, Musk responds with a poop emoji.
Musk follows up with a somewhat more thoughtful question. “So how do advertisers know what they’re getting for their money?” Musk asked. “This is fundamental to the financial health of Twitter,” he added.
May 17: Musk says Twitter deal ‘cannot move forward.’ Twitter disagrees
Musk announces that his acquisition of Twitter “cannot move forward” until he sees more information about the prevalence of spam accounts, claiming that the social media platform falsified numbers in filings. Without citing a source, he claims in a tweet that Twitter is “20% fake/spam accounts” and suggests Twitter’s previous filings with the SEC were misleading.
Later in the day, Musk posts a poll to his Twitter followers: “Twitter claims that >95% of daily active users are real, unique humans. Does anyone have that experience?” before calling on the SEC to evaluate the platform’s numbers. “Hello @SECGov, anyone home?” Musk tweets, in an apparent attempt to get the regulator to look into the matter.
In a statement, Twitter says it remains “committed to completing the transaction on the agreed price and terms as promptly as practicable.” Later, the company says it intends to “enforce the merger agreement.”
Photos: Elon Musk through the years
FILE – In this Oct. 20, 2000 file photo, PayPal Chief Executive Officer Peter Thiel, left, and founder Elon Musk, right, pose with the PayPal logo at corporate headquarters in Palo Alto, Calif. (AP Photo/Paul Sakuma, File)
FILE – In this Dec. 9, 2008 file photo, Tesla Motors CEO Elon Musk stands in front a Tesla sports car at a Tesla showroom in Menlo Park, Calif. (AP Photo/Paul Sakuma, file)
FILE – In this March 26, 2009 file photo, Tesla Motors CEO, Chairman and Product Architect Elon Musk speaks at the unveiling of the Tesla Model S all-electric 5-door sedan, in Hawthorne, Calif., Thursday, March 26, 2009. (AP Photo/Reed Saxon, File)
In this July 21, 2009 photo, shows Tesla CEO Elon Musk talking about the lawsuit at Tesla headquarters in San Carlos, Calif., Tuesday, July 21, 2009. (AP Photo/Paul Sakuma)
In this Tuesday, July 21, 2009 photo, Tesla CEO Elon Musk poses at Tesla headquarters in San Carlos, Calif. (AP Photo/Paul Sakuma)
President Barack Obama walks to look at the Flacon 9 launch vehicle with SpaceX CEO Elon Musk at Kennedy Space Center Thursday, April 15, 2010.(AP Photo/Alex Brandon)
Calif. Gov., Arnold Schwarzenegger, right, Toyota CEO Akio Toyoda, left, and Tesla CEO Elon Musk, center, at Tesla headquarters in Palo Alto, Calif., Thursday, May 20, 2010. Tesla and Toyota officials announce partnership. (AP Photo/Paul Sakuma)
Elon Musk, CEO of Tesla Motors, poses with a Tesla car in front of Nasdaq following the electric automaker’s initial public offering, Tuesday, June, 29, 2010, in New York. The company plans to trade on the Nasdaq stock exchange under the ticker “TSLA.” (AP Photo/Mark Lennihan)
Elon Musk, center, CEO of Tesla Motors, raises his hand at the Nasdaq opening bell to celebrate the electric automaker’s initial public offering, Tuesday, June, 29, 2010 in New York. (AP Photo/Mark Lennihan)
Elon Musk, co-founder, chief executive and product architect of Tesla Motors, poses at the premiere of the documentary film “Revenge of the Electric Car,” Friday, Oct. 21, 2011, at Tesla Motors in Los Angeles. The film is director Chris Paine’s follow-up to his 2006 documentary, “Who Killed the Electric Car?” (AP Photo/Chris Pizzello)
SpaceX CEO and Chief Designer Elon Musk walks in a procession after delivering the commencement speech for Caltech graduates in Pasadena, Calif. Friday, June 15, 2012. (AP Photo/Damian Dovarganes)
SpaceX CEO Elon Musk gives the opening keynote at the SXSW Interactive Festival on Saturday, March 9, 2013 in Austin, Texas. (AP Photo/Jack Plunkett)
FILE – In this May 29, 2014 file photo, Elon Musk, CEO and CTO of SpaceX, introduces the SpaceX Dragon V2 spaceship at the SpaceX headquarters in Hawthorne, Calif. (AP Photo/Jae C. Hong, File)
Elon Musk, CEO of Tesla Motors Inc., introduces the Model X car at the company’s headquarters Tuesday, Sept. 29, 2015, in Fremont, Calif. Musk said the Model X sets a new bar for automotive engineering, with unique features like rear falcon-wing doors, which open upward, and a driver’s door that opens on approach and closes itself when the driver is inside. (AP Photo/Marcio Jose Sanchez)
Elon Musk, CEO & Chief Product Architect of Tesla Moters, attends the premiere of “Racing Extinction” during the 2015 Sundance Film Festival on Saturday, Jan. 24, 2015, in Park City, Utah. (Photo by Arthur Mola/Invision/AP)
SpaceX founder Elon Musk speaks during the 67th International Astronautical Congress in Guadalajara, Mexico, Tuesday, Sept. 27, 2016. In a receptive audience full of space buffs, Musk said he envisions 1,000 passenger ships flying en masse to Mars, ‘Battlestar Galactica’ style. He calls it the Mars Colonial fleet, and he says it could become reality within a century. Musk’s goal is to establish a full-fledged city on Mars and thereby make humans a multi-planetary species. (AP Photo/Refugio Ruiz)
President Donald Trump talks with Tesla and SpaceX CEO Elon Musk, center, and White House chief strategist Steve Bannon during a meeting with business leaders in the State Dining Room of the White House in Washington, Friday, Feb. 3, 2017. (AP Photo/Evan Vucci)
Grimes, left, and Elon Musk attend The Metropolitan Museum of Art’s Costume Institute benefit gala celebrating the opening of the Heavenly Bodies: Fashion and the Catholic Imagination exhibition on Monday, May 7, 2018, in New York. (Photo by Charles Sykes/Invision/AP)
SpaceX founder and chief executive Elon Musk speaks after announcing Japanese billionaire Yusaku Maezawa as the first private passenger on a trip around the moon, Monday, Sept. 17, 2018, in Hawthorne, Calif. (AP Photo/Chris Carlson)
Elon Musk, co-founder and chief executive officer of Tesla Inc., speaks during an unveiling event for the Boring Co. Hawthorne test tunnel in Hawthorne, Calif., on Tuesday, Dec. 18, 2018. Musk has unveiled his underground transportation tunnel, allowing invited guests to take some of the first rides ever on the tech entrepreneur’s solution to “soul-destroying traffic.” (Robyn Beck/Pool Photo via AP)
Tesla CEO Elon Musk jokingly motions to kick before introducing the Model Y at Tesla’s design studio Thursday, March 14, 2019, in Hawthorne, Calif. The Model Y may be Tesla’s most important product yet as it attempts to expand into the mainstream and generate enough cash to repay massive debts that threaten to topple the Palo Alto, Calif., company. (AP Photo/Jae C. Hong)
NASA Administrator Jim Bridenstine, left, talks with SpaceX chief engineer Elon Musk, second from left, and NASA astronauts crew Doug Hurley and Bob Behnken, right, in front of the Crew Dragon spacecraft, about the progress to fly astronauts to and from the International Space Station, from American soil, as part of the agency’s commercial crew program at SpaceX headquarters, in Hawthorne, Calif., Thursday, Oct. 10, 2019. (AP Photo/Alex Gallardo)
Tesla CEO Elon Musk introduces the Cybertruck at Tesla’s design studio Thursday, Nov. 21, 2019, in Hawthorne, Calif. Musk is taking on the workhorse heavy pickup truck market with his latest electric vehicle. (AP Photo/Ringo H.W. Chiu)
Elon Musk, founder, CEO, and chief engineer/designer of SpaceX speaks during a news conference after a Falcon 9 SpaceX rocket test flight to demonstrate the capsule’s emergency escape system at the Kennedy Space Center in Cape Canaveral, Fla., Sunday, Jan. 19, 2020. (AP Photo/John Raoux)
Tesla and SpaceX Chief Executive Officer Elon Musk speaks during a round table discussion with President Donald Trump at Kennedy Space Center, Wednesday, May 27, 2020, in Cape Canaveral, Fla. (AP Photo/Evan Vucci)
Tesla and SpaceX Chief Executive Officer Elon Musk jumps in the air as people applaud during an event at the Vehicle Assembly Building on Saturday, May 23, 2020, at NASA’s Kennedy Space Center in Cape Canaveral, Fla. The event occurred after a rocket ship designed and built by SpaceX lifted off on Saturday with two Americans on a history-making flight to the International Space Station. NASA Administrator Jim Bridenstine looks on at left. (AP Photo/Alex Brandon)
SpaceX owner and Tesla CEO Elon Musk arrives on the red carpet for the Axel Springer media award, in Berlin, Germany, Tuesday, Dec. 1, 2020. (Hannibal Hanschke/Pool via AP)
Elon Musk walks from the justice center in Wilmington, Del., Monday, July 12, 2021. Musk took to a witness stand Monday to defend his company’s 2016 acquisition of a troubled company called SolarCity against a shareholder lawsuit that claims he’s to blame for a deal that was rife with conflicts of interest and never delivered the profits he had promised. (AP Photo/Matt Rourke)
Elon Musk, Tesla CEO, attends the opening of the Tesla factory Berlin Brandenburg in Gruenheide, Germany, Tuesday, March 22, 2022. The first European factory in Gruenheide, designed for 500,000 vehicles per year, is an important pillar of Tesla’s future strategy. (Patrick Pleul/Pool via AP)