Twitter was expected to unveil its counterattack against Elon
Musk as soon as Friday by putting in place a corporate maneuver known as a
poison pill, according to two people familiar with the company’s plans who were
not authorized to speak publicly.
اضافة اعلان
The strategy would aim to slow or block Musk’s $43 billion bid
to buy Twitter.
A poison pill, devised by law firms in the 1980s to protect
companies from corporate raiders, essentially lets a takeover target flood the
market with new shares or allow existing shareholders to buy them at a
discount. That means anyone trying to acquire the company must buy up many more
shares to gain control.
The details of how Twitter’s poison pill would be designed were
not known.
On Thursday, Musk announced his intentions to acquire the social
media service, a purchase that he believed would allow him to roll back
Twitter’s moderation policies.
Twitter attempted to wrangle the world’s wealthiest man in
recent weeks as he steadily snapped up its shares. Last week, Twitter offered
Musk a board seat, but he soured on the arrangement when it became clear that
he would no longer be able to freely criticize the company. He rejected the
role Saturday and informed Twitter on Wednesday evening of his acquisition
plans.
Musk seemed to be girding for a protracted fight Thursday.
“Taking Twitter private at $54.20 should be up to shareholders,
not the board,” he tweeted, alongside a Yes/No poll.
Still, it is not clear who, if anyone, will be on Musk’s side.
His initial, bare-bones offer left open significant questions about his ability
to cull together financing. Musk has hired Morgan Stanley to advise on the bid,
although the investment bank is not typically known for financing large-scale
deals on its own. And Twitter shareholders seemed wary: Twitter’s stock fell
almost 2% Thursday, closing at $45.08 — significantly below Musk’s offer.
Prince Alwaleed bin Talal of Saudi Arabia, who described himself
as one of Twitter’s largest and most long-term shareholders, said Thursday that
Twitter should reject Musk’s offer because its was not high enough to reflect
the company’s “intrinsic value.” Analysts also suggested that Musk’s price was
too low and did not reflect Twitter’s recent performance.
Musk argued that taking Twitter private would allow more free
speech to flow on the platform.
“My strong intuitive sense is that having a public platform that
is maximally trusted and broadly inclusive is extremely important to the future
of civilization,” he said in an interview at the TED conference Thursday.
He also insisted that the algorithm Twitter uses to rank its
content, deciding what hundreds of millions of users see on the service every
day, should be public for users to audit.
Musk’s concerns are shared by many executives at Twitter, who
have also pressed for more transparency about its algorithms. The company has
published internal research about bias in its algorithms and funded an effort
to create an open, transparent standard for social media services.
But Twitter executives balked at Musk’s hardball tactics. After
a Thursday morning board meeting, the company began exploring options to block
Musk, including the poison pill and the possibility of courting another buyer.
During an all-hands meeting Thursday afternoon, Twitter CEO
Parag Agrawal sought to reassure employees about the potential shake-up.
Although he declined to share details about the board’s plans, he encouraged
employees to stay focused and not allow themselves to be distracted by Musk.
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