Twitter accepts Musk’s $44 billion offer, social site goes private

Via PRNewsWire: Twitter, Inc. (NYSE: TWTR) announced today that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Following the transaction, Twitter will become a private company.

Under the terms of the agreement, Twitter shareholders will receive $54.20 in cash for each share of Twitter common stock they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter’s closing price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his roughly 9% stake in Twitter.

Bret Taylor, Independent Chairman of Twitter’s Board of Directors, said, “Twitter’s Board of Directors conducted a thoughtful and comprehensive process to evaluate Elon’s proposal with a deliberate focus on value, certainty and funding. The proposed transaction will offer a substantial cash bonus, and we believe it’s the best way forward for Twitter shareholders.

Parag Agrawal, CEO of Twitter, said, “Twitter has purpose and relevance that impacts the world. Deeply proud of our teams and inspired by the work that has never been more important.

“Free speech is the foundation of a functioning democracy, and Twitter is the digital public square where issues vital to the future of humanity are debated,” Musk said. “I also want to make Twitter better than ever by enhancing the product with new features, making algorithms open source to increase trust, defeating spambots and authenticating all humans. Twitter has huge potential – I can’t wait to work with the company and the user community to unlock it.

Trading conditions and financing

The transaction, which has been unanimously approved by Twitter’s Board of Directors, is expected to close in 2022, subject to Twitter shareholder approval, receipt of applicable regulatory approvals and satisfaction of other customary closing conditions.

Mr. Musk has secured $25.5 billion in fully committed debt and margin loan financing and is providing an equity commitment of approximately $21.0 billion. There are no financing conditions at the closing of the transaction.

For more information on all of the terms and conditions contained in the definitive transaction agreement, please see Twitter’s current report on Form 8-K, which will be filed in connection with the transaction.

First quarter 2022 results

Twitter expects to release its first quarter fiscal 2022 results before market open on April 28, 2022. In light of the pending transaction announced today, Twitter will not be holding a corresponding conference call.