San FranciscoAnd 25 April 2022 /PRNewswire/ – Twitter, Inc. (NYSE: TWTR) announced today that it has entered into a definitive agreement to be acquired by a wholly owned entity by Elon Muskto $54.20 Per share in cash in a transaction that is worth approx $44 billion. Upon completion of the transaction, Twitter will become a private company.
Under the terms of the agreement, Twitter contributors will receive $54.20 Cash for each share of Twitter common stock they own upon closing of the proposed transaction. The purchase price represents a 38% premium to the closing price of Twitter’s stock April 1, 2022which is the last trading day before Musk disclosed his roughly 9% stake on Twitter.
Brett TaylorThe Twitter Independent Chairman said: “The Twitter Board of Directors has conducted a considered and comprehensive process of evaluating Elon’s proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will provide a significant cash premium, and we believe it is the best path forward for Twitter shareholders.”
Parag AgrawalThe Twitter CEO said, “Twitter has a purpose and relevance that impacts the entire world. So proud of our teams and inspired by work that has never been more important.”
“Freedom of expression is the bedrock of a functioning democracy, and Twitter is the digital city arena where matters vital to the future of humanity are discussed,” said Mr. Musk. “I also want to make Twitter better than ever by improving the product with new features, making open source algorithms to increase trust, defeat spam bots, and authenticate all humans. Twitter has tremendous potential – I look forward to working with the company and the user community to unlock it.”
Terms of the deal and financing
The transaction, which was unanimously approved by Twitter’s Board of Directors, is expected to close in 2022, subject to approval by Twitter’s shareholders, receipt of applicable regulatory approvals, and other customary closing conditions being met.
Mr. Musk secured $25.5 billion of fully committed debt and margin loan financing and offers approximately $21.0 billion Commitment to equality. There are no financing conditions to close the deal.
For more information on all of the terms and conditions in the Final Transaction Agreement, please see the current Twitter report on Form 8-K, which will be filed in connection with the transaction.
First Quarter 2022 Profit Results
Twitter plans to release first-quarter results for fiscal year 2022 before the market opens in April 28, 2022. In light of the pending deal announced today, Twitter will not hold a corresponding conference call.
Both Goldman Sachs & Co. LLC, J.P. Morgan, Allen & Co. As financial advisors to Twitter and Wilson Soncini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP act as legal counsel. Morgan Stanley serves as the principal financial advisor to Mr. Musk. Bank of America Securities and Barclays also act as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP act as legal counsel.
Additional information and where to find it
Twitter, its directors, and certain executive officers are engaged in soliciting agents of shareholders in connection with the pending acquisition of Twitter (the “Transaction”). Twitter plans to file a proxy statement (“Transaction Agent Statement”) with the Securities and Exchange Commission (“SEC”) in connection with the agents’ request for approval of the transaction. Additional information regarding such participants, including their direct or indirect interests, by securities holdings or otherwise, will be included in the transaction agent’s statement and other relevant documents to be submitted to the Securities and Exchange Commission in connection with the transaction. Information regarding the foregoing can also be found in Twitter’s Final Proxy Statement to the 2022 Annual Meeting of Shareholders (“Proxy Statement for 2022”), which was filed with the US Securities and Exchange Commission on April 12 2022. To the extent that Twitter’s securities holdings have changed since the amounts printed in the 2022 proxy statement, those changes have been, or will be, reflected in the Change of Ownership Statements on Form 4 filed with the Securities and Exchange Commission. Immediately after the Final Transaction Agent Statement is submitted to the Securities and Exchange Commission, Twitter will send the Final Transaction Agent Statement and WHITE Proxy Card to each stockholder entitled to vote at the special meeting for consideration of the transaction. Shareholders are urged to read the proxy statement of the transaction (including any other amendments or supplements) and any other relevant documents that Twitter may provide with the SEC as they become available as they contain important information. Contributors may obtain, free of charge, preliminary and final versions of the Transaction Agent’s Statement, any amendments or supplements thereto, and any other relevant documents submitted by Twitter to the SEC in connection with the Transaction on the SEC Website (http://www.sec.gov). Copies of Twitter’s Final Transaction Agent Statement, and any amendments or supplements thereto, and any other relevant documents submitted by Twitter to the SEC in connection with the Transaction will also be available, free of charge, on the Twitter Investor Relations website (https://investor.twitterinc.com) or by writing to Twitter, Inc., Attention: Investor Relations, 1355 Market Street, Suite 900, San Francisco, California 94103.
This communication contains forward-looking statements that involve risks and uncertainties, including statements regarding: the transaction, including the expected timing of the transaction; considerations to be taken into account by the Twitter Board of Directors when approving the transaction; And Twitter’s expectations after the deal closes. If any of these risks or uncertainties materialize, or if any of Twitter’s assumptions prove incorrect, Twitter’s actual results may differ materially from the results expressed or implied by these forward-looking statements. Additional risks and uncertainties include those associated with: the possibility that the conditions for closing a transaction will not be met, including the risk that approvals from Twitter shareholders for a transaction may not be met or that regulatory approvals required to complete a transaction may not be obtained; potential litigation related to the transaction; Uncertainty about the timing of the completion of the transaction; the ability of each party to complete the transaction; the potential for transaction-related disruption to existing Twitter plans and operations, including through the loss of customers and employees; and other risks and uncertainties detailed in Twitter’s periodic reports to the Securities and Exchange Commission, including Twitter’s Annual Report on Form 10-K filed with the Securities and Exchange Commission at February 16, 2022which can be obtained from the Investor Relations section of Twitter (https://investor.twitterinc.com). All forward-looking statements contained in this communication are based on information available to Twitter as of the date of this communication, and Twitter assumes no obligation to update the forward-looking statements made to reflect events occurring or circumstances existing after the date. on which it was made, except as required by law.
Source Twitter, Inc.
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