Sources: Twitter deal reaches its character limit
SOURCES
March 14, 2022 Elon Musk acquires more than 5% of Twitter stock but does not file a required SEC form.
April 4 Musk finally files the SEC form, 11 days late, indicating that he now owns a 9.2% stake in the company but fails to note that he is in talks to join Twitter’s board.
https://www.sec.gov/Archives/edgar/data/1418091/000110465922041911/tm2211482d1_sc13g.htm
April 5 Twitter announces that Musk will join its board. Twitter stock rises.
https://twitter.com/paraga/status/1511320953598357505
April 9 Never mind, he won’t join Twitter’s board after all, Musk tells the SEC.
https://www.sec.gov/Archives/edgar/data/1494730/000110465922044481/tm2212422d1_sc13da.htm
April 14 Maybe he’ll just buy the whole company instead, he says, offering $54.20 per share, which many view as a veiled reference to marijuana use.
https://www.sec.gov/Archives/edgar/data/1418091/000110465922045641/tm2212748d1_sc13da.htm
April 15 Twitter announces its “poison pill” tactic to prevent Musk’s takeover.
https://www.prnewswire.com/news-releases/twitter-adopts-limited-duration-shareholder-rights-plan-enabling-all-shareholders-to-realize-full-value-of-company-301526627.html#:~:text=The%20Board%20adopted%20the%20Rights,of%20their%20investment%20in%20Twitter
April 25 Nonetheless, Twitter’s board accepts Musk’s bid, and the parties sign a merger agreement.
https://www.sec.gov/Archives/edgar/data/1418091/000119312522120474/d310843ddefa14a.htm
April-May The stock market experiences a big decline. Twitter shares are now trading for much less than $54.20 per share; more importantly, Tesla shares — the main source of Musk’s wealth — have also declined.
https://www.reuters.com/markets/quote/.IXIC/
May 13 Musk tweets that the deal is “on hold” (which is not a real merger concept) – citing too many fake accounts on the platform.
https://twitter.com/elonmusk/status/1525049369552048129
July 6 Separately, a former Twitter employee files a (confidential, at the time) whistleblower complaint alleging widespread problems at the company, concerning its handling of spam and a variety of other issues, including data security, compliance with an FTC consent decree, and intellectual property rights.
https://www.washingtonpost.com/technology/interactive/2022/twitter-whistleblower-sec-spam/whistleblower_disclosure.pdf
July 8 Musk informs Twitter that he wants out of the deal, relying mainly on claims that Twitter has misstated its user base due to spam on the platform, and that Twitter denied Musk contractually required information about it.
https://www.sec.gov/Archives/edgar/data/1418091/000110465922078413/tm2220599d1_ex99-p.htm
July 12 Too bad, Twitter says. It sues in Delaware Court of Chancery.
https://www.documentcloud.org/documents/22084487-final-verified-complaint?responsive=1&title=0
Aug. 4 Musk countersues Twitter, claiming the company misrepresented its user base due to spam, withheld information from Musk, and made significant changes since signing the agreement to which Musk did not consent.
https://www.documentcloud.org/documents/22127591-musk-public-version-of-counterclaims-answer-w-cos?responsive=0&title=1&onlyshoworg=1
Aug. 23 Details of the whistleblower complaint are published in The Washington Post. Once those allegations are made public, Musk later amends his suit to include new allegations that mirror those made by the whistleblower.
https://www.washingtonpost.com/technology/interactive/2022/twitter-whistleblower-sec-spam/
Sept. 7 Judge Kathaleen St. J. McCormick allows Musk to amend his counterclaims about the whistleblower complaint. The Oct. 17 trial date is upheld.
https://courts.delaware.gov/Opinions/Download.aspx?id=337450
Oct. 3 Musk files with the SEC that he intends to buy Twitter at his original offer after all.
https://www.sec.gov/Archives/edgar/data/1418091/000110465922105787/tm2227435d1_ex99-s.htm
Oct. 6 McCormick gives Musk and Twitter until Oct. 28 to close the deal, or she will set a new trial date for November.
https://courts.delaware.gov/Opinions/Download.aspx?id=338820
Oct. 27 Musk finally closes the deal, tweeting, “the bird is freed”
https://www.teslaoracle.com/2022/10/31/sec-filing-reveals-elon-musk-is-now-the-sole-director-of-twitter-inc-the-entire-board-is-fired/#