Thursday, April 21, 2022

Y A W N. Pill Still... Drives This Deal. Or... "No Deal."


Elon made his financing commitments known this morning. But he is still out of the money. . . by about 10X.

Since he admits he will need to buy the Rights, as well (that's "the pill", in common parlance). . . he needs closer to $400 billion, not just $46 billion. Unless, that is, this becomes a friendly deal -- one the board agrees with. He'll need to go closer to $90 to get their assent, in any event (that's my take on it). Yikes. Here's the full filing -- but it changes almost nothing (the below is the bulk of what's new):

. . .[Musk is only] exploring whether to commence a tender offer to acquire all of the outstanding shares of Common Stock (together with the associated rights issued pursuant to the Rights Agreement (the “Rights” and, together with the Common Stock, the “Shares”)) that are issued and outstanding (and not held by the Reporting Person)

The Proposal was (and remains) non-binding and, once negotiated and agreed upon, would be conditioned upon, among other things, the: (i) receipt of any required governmental approvals; (ii) confirmatory legal, regulatory, accounting and tax due diligence; and (iii) negotiation and execution of definitive agreements providing for the Proposed Transaction. At the time of delivery, the Proposal was also subject to the completion of financing and business due diligence, but it is no longer subject to financing as a result of the Reporting Person’s receipt of the financing commitments described below and is no longer subject to business due diligence. . . .

The Reporting Person has not commenced, or determined to commence, any tender offer for Shares of Twitter. The Reporting Person may, directly or indirectly, take such additional steps as he may deem appropriate to further the Proposal or the Potential Offer. . . .


Onward, into the sunshine. . . grinning, anew. Be excellent to one another. . . .

नमस्ते

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