Monday, April 18, 2022

[U -- Rest Of Definitive Docs Now Filed.] Full Rights Plan -- Or "Pill" -- Terms Disclosed, By Twitter At SEC EDGAR Window, Just Now... Game Over, For Musk.


It is a typical pill, and it will. . . kill Musk's bid. The longish rights agreement is here. And the certificate of designations is now filed, here.

The exercise price is $210 per share -- well beyond Musk's reach.

I should note that (perhaps it is a pure coincidence, but) if one considered Musk's attack only "half-baked" when launched. . . the board has slyly sent him a message -- with the exercise price at exactly one-half, of his endless "420" references (as to his pot-smoking ways). Not that I really care -- but hilarious if accurate. More soon, see it all here:

. . .The Board adopted the Rights Agreement to protect stockholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 15 percent or more of the shares of Common Stock without the approval of the Board. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board. . . .

If an Acquiring Person obtains beneficial ownership of 15 percent or more of the Common Stock, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of shares of Common Stock (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by the Company, as further described below. . . .


This will be a fascinating case study in what happens when a narcissist billionaire. . . loses -- and loses badly, in a public fashion -- at the high stakes public company takeover table. Smile. . . .

नमस्ते

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