In a letter to Twitter Monday, an attorney for embattled billionaire Elon Musk claimed that Twitter is “is actively resisting and thwarting his information rights” by holding back data about the number of users that actually bots and other spam-spewing entities, and threatened to walk on the $44 billion takeover deal.
“Twitter has, in fact, refused to provide the information that Mr. Musk has repeatedly requested since May 9, 2022 to facilitate his evaluation of spam and fake accounts on the company’s platform,” read a letter sent on behalf of Musk by lawyers at Skadden, Arps, Slate, Meager & Flom, and filed to the Securities and Exchange Commission.
Musk has been agitating over Twitter’s actual number of spambots over the last several weeks; in May, he halted the purchase of Twitter to verify Twitter’s claim that fake or spam accounts made up less than five percent of its “monetizable daily active users.” Musk has repeatedly questioned this claim.
A few days later after pausing the deal, he responded to a tweet from Twitter CEO Parag Agrawal about the steps the company was taking to fight spam bots with a smiling poop emoji.
In an SEC filing last week, Twitter offered to give Musk additional information on how it measures spambots—but Musk’s attorneys claimed that was “merely an attempt to obfuscate and confuse the issue.”
According to the letter, Musk wants to make his own analysis regarding spam bots.
“Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr. Musk’s data requests,” Musk’s lawyers said Monday. “Mr. Musk has made it clear that he does not believe the company’s lax testing methodologies are adequate so he must conduct his own analysis.”
If not given the data requested, Musk will end the deal, the letter ends.
“At this point, Mr. Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Mr. Musk’s own analysis of that data will uncover,” the letter continues.
“This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement.”
Cynics speculate that this move could be Musk’s way of positioning himself to get a better deal on the social media platform. Twitter shares were trading at $38 on Monday morning —well below the takeover price of $54.20 per share Musk agreed to buy the company for.
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