HOLLYWOOD—Elon’s Twitter saga continues: after the Techno-king offered to buy Twitter in a $43 billion hostile takeover, the company’s board has cooked up a plan to stop him…This is not over. The CEO-lebrity asked weeks ago to his 80 million followers whether Twitter was doing a good job supporting free speech: 70 percent of respondents said no.
Later an SEC filing revealed that the Tesla and SpaceX CEO had owned a big chunk of Twitter shares at the time of the poll. Musk now owns over 9 percent of Twitter shares quadruple that of co-founder Jack Dorsey. Elon’s stake is less than a 10th, and he’s technically not an “activist” investor. But it doesn’t mean he can’t influence Twitter’s price. Twitter shares jumped nearly 30 percent on word of Elon’s purchase.
Elon has called Twitter a “defacto” public town square, and he’s famously loud in that square, tweeting 3K + times last year. In just the past month, he posted memes of ducks in police cars, “Lord of the Rings” quotes, and that poll about the future of free speech. The SEC accused Elon of fraud in connection with breaking securities laws on Twitter, which resulted in $20 million penalties for both Elon and Tesla.
The Tesla Titan looks more interested in influencing Twitter than owning or profiting from it. As the world’s richest man, Elon could buy Twitter seven times over if he wanted. Since Twitter doesn’t have “supershares” that give founders voting control-unlike Google, Meta, and Snap-some are speculating that Elon’s relatively small stake could lead to a seat on the board.
Just like that, Twitter pops a “a poison pill” to block Elon Musk’s buyout. So what’s the possible side effect: selling to someone else. Bitter medicine…Twitter’s taking drastic measures to get rid of its Elon headache- a sign it really doesn’t want to be under the Techno-king tweet-happy thumb. So let’s see where this all began; two weeks ago Elon Musk revealed a 9.2 percent stake in Twitter.
He then made a $43 billion offer to buy the company (after declining a seat on its board). Twitter responded by creating a “poison pill”- a tried-and-true way for companies to avoid a hostile takeover. So how does this work? If Elon tries to buy 15 percent of Twitter’s shares, the pill kicks in and lets every shareholder except Elon buy shares at half price- making a buyout way costlier for him and diluting Twitter’s stock in the process. Twitter’s board voted unanimously to adopt the plan for one year.
The opposite of shareholder activism…is board react-ivism. Poison pills were invented in the 1980s to stop “corporate raiders” from taking over public companies. To date, no buyer has ever swallowed a poison pill and forced a takeover at an inflated price they usually back down. Taking their pills, Netflix used a poison pill to stop activist investor Carl Icahn from taking over in 2012, and Papa John’s adopted one to prevent disgraced founder John Schnatter -Papa John himself-from regaining control in 2018.
Just a little reminder that poison pills aren’t 100 percent effective…and if anyone’s willing to swallow one, it might be Elon. With enough money and influence, it’s possible to avoid a poison pill. Theoretically, Elon could persuade 51 percent of shareholders to replace Twitter’s board-and then buy Twitter anyway, thereby circumventing the pill. But that would take a while, and Twitter’s board could choose another buyer in the meantime.
Already, private-equity giants Thoma Bravo and Apollo are reportedly considering bids. Interesting, that an NFT of Jack Dorsey’s first tweet, which sold for $2.9 million last year, is back up for sale-but the top bids are a fraction of the original sale price. It’s a sign that the non-fungible-token craze could be cooling.
Rose’s Scoop: Condolences go out to Cristiano Ronaldo on the death of his newborn son, he announced on Instagram. On April 18.