CNN’s @brianstelter on Musk’s Twitter takeover:
— Breaking911 (@Breaking911) April 25, 2022
“If you get invited to something where there are no rules, where there is total freedom for everybody, do you actually want to go to that party or are you going to decide to stay home?”pic.twitter.com/uymSPHgY2w
SAN FRANCISCO, April 25, 2022 /PRNewswire/ -- Twitter, Inc. (NYSE: TWTR) today announced 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. Upon completion of the transaction, Twitter will become a privately held company.
Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction. The purchase price represents a 38% premium to Twitter's closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board conducted a thoughtful and comprehensive process to assess Elon's proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter's stockholders."
Parag Agrawal, Twitter's CEO, said, "Twitter has a purpose and relevance that impacts the entire world. Deeply proud of our teams and inspired by the work that has never been more important."
"Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated," said Mr. Musk. "I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it."
Transaction Terms and Financing
The transaction, which has been unanimously approved by the Twitter Board of Directors, is expected to close in 2022, subject to the approval of Twitter stockholders, the receipt of applicable regulatory approvals and the satisfaction of other customary closing conditions.
Mr. Musk has secured $25.5 billion of fully committed debt and margin loan financing and is providing an approximately $21.0 billion equity commitment. There are no financing conditions to the closing of the transaction.
For further information regarding all 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 Earnings Results
Twitter plans to release its first quarter fiscal year 2022 results before market open on April 28, 2022. In light of the pending transaction announced today, Twitter will not hold a corresponding conference call.
Advisors
Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as financial advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP are serving as legal counsel. Morgan Stanley is acting as lead financial advisor to Mr. Musk. BofA Securities and Barclays are also acting as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
About Twitter, Inc. (NYSE: TWTR)
Twitter is what's happening and what people are talking about right now. To learn more, visit about.twitter.com and follow @Twitter. Let's talk.
Thanks to the incomparable Jill Jacks for the footage.
But wait .. there's more.
— JILL (@1Swinging_Voter) April 25, 2022
This little Miss ABC just kept digging ... a bigger hole for Albanese Wong and Marles to fall into. #PERTHNEWS Very embarrassing. #AUSPOL
Stop digging love, you aren't helping. ALP are wrong. Peter Dutton is correct. #AWKWARD #QLDPOL https://t.co/tZ7sYJFHG5 pic.twitter.com/m21Qb6o9Zg
A W K W A R D - Little Miss ABC tried the ALP line on #THEIRABC 'Expert' ... Wonder if he will be asked back? #AUSPOL SO FUNNY!! pic.twitter.com/L0pjyB0ZZ3
— JILL (@1Swinging_Voter) April 25, 2022
Voting machines are not legal to use at Federal Elections. We use pencils and paper. pic.twitter.com/VQ6MHDv5ci
— AEC ✏️ (@AusElectoralCom) April 25, 2022
Proof that not all animals are equal in the socialist corridors of the ABC.
Junior newsreader Fauziah Ibrahim is stood down for being a bad lady on twitter.
She hosts a show nobody watches on weekends.
Laura Tingle by contrast:
She was just asked to take it down.
Milligan has defamed her arse off on twitter and remains a protected species.
George Orwell was right.
All animals are not equal.
feeling proud.Corporal Daniel Alan Keighran, VC.After service in East Timor and Iraq, Corporal Keighran first went to Afghanistan in 2007. Three years later, he was part of a joint Australian Afghan National Army patrol that came under sustained attack by a strong force.The enemy fire, which came from different locations, was accurate and deadly.Corporal Keighran deliberately and repeatedly exposed himself in order to direct suppressing fire.From high points, he identified targets for machine-gunners and light armoured vehicles. He also drew attention away from a mortally wounded comrade, Lance Corporal Jared MacKinney while he was being treated and, while under fire, set about clearing a landing zone for his evacuation.
Throughout the long action his bravery assisted the patrol to return accurate fire and to successfully withdraw without further casualties.