Twitter Board Refuses to Allow Shareholders to Vote on Elon Musk Buyout, May Now Be Sued

Becker News

Twitter’s Board of Directors is blocking the company’s shareholders from voting on Elon Musk’s buyout offer.

“The Twitter board is *refusing* to allow the shareholders of the company vote Yes or No on Elon’s offer,” Jack Posobiec commented.

Twitter’s annual meeting of shareholders is scheduled for May 25. As earlier reported, Twitter’s Board of Directors has adopted a “poison pill” strategy to prevent Elon Musk from taking over the Big Tech platform and adopting free speech policies.

“Twitter, $TWTR announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan (the “Rights Plan”),” unusual whales reported. “The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter.”

“Important: The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments,” the report added by citing the board’s statement.

Axios also reported that Twitter’s board is adopting the poison pill.

“Twitter’s board on Friday enacted a defensive measure meant to deter Elon Musk’s $43 billion hostile takeover bid,” Axios reported.

“Why it matters: The ‘poison pill,’ as it’s called in corporate terms, gives Twitter’s existing shareholders time to purchase additional shares at a discount, thus diluting Musk’s ownership stake,” the report added.

On Thursday, one of Twitter’s largest corporate shareholders, Vanguard Inc., upped its stake in the Big Tech giant to leap past Elon Musk as the largest single shareholder.

“Elon Musk is no longer the largest shareholder in Twitter, it emerged on Thursday, after asset manager Vanguard Group increased its stake to overtake him,” the Daily Mail reported. “Vanguard now owns 10.3 percent of Twitter, while Musk owns 9.1 percent of the company, making him the largest individual shareholder.”

Musk’s share is still four times that of the only other major individual shareholder in the company: Twitter founder Jack Dorsey.

According to Investopedia, Vanguard has more than $7.50 trillion in assets under management (AUM), second only to BlackRock, Inc ($9.01 trillion AUM), which also owns a large stake (6.5%) in Twitter.

Vanguard is the “largest issuer of mutual funds in the world and the second-largest issuer of exchange-traded funds (ETFs),” Investopedia also notes.

The Vanguard move is an obvious attempt to frustrate Musk’s attempt to take over Twitter and restore a semblance of free speech on the platform.

Twitter’s board held an emergency meeting on Thursday afternoon to evaluate Musk’s $43 billion offer, valued at $54.20/share. CEO Parag Agrawal spoke to shareholders at the meeting about the offer.

Major Twitter shareholder Saudi Sheikh Al Waleed rejected Elon Musk’s bid,which is significantly higher than the Goldman Sachs appraised target price of $30/share.

But Musk said at a TED conference on Thursday that there is a ‘Plan B.’
“Twitter has become kind of the de facto town square,” Musk said. “So it’s really important that people have both the reality and the perception that they’re able to speak freely… so there’s no sort of behind-the-scenes manipulation, either algorithmically or manually.”

“My strong intuitive sense is that having a public platform that is maximally trusted and broadly inclusive is extremely important to the future of civilization,” Musk continued. “I don’t care about the economics at all.”

“I’m absolutely obsessed with truth,” Musk added.

Musk was asked about what would happen if the Twitter board denied his purchase offer. “Is there a plan B?” he was asked.

“There is,” Musk said during the TED appearance in Vancouver.

However, Musk acknowledged Thursday he is “not sure” if he’ll actually be able to buy Twitter outright. Twitter confirmed it had received his bid, but the board must still review his offer. Musk had underscored that the offer would be his “best and final” one.

Musk also made it clear that the reason he is moving to take over his Twitter is because he is a free speech absolutist who believes that it is necessary for the future of civilization.

“A good sign as to whether there is free speech: is someone you don’t like allowed to say something you don’t like?” he said on Thursday. “If that is the case, then we have free speech.”

Twitter’s board reportedly weighed the “poison pill” strategy to prevent Elon Musk from significantly increasing his stake in the company, the Wall Street Journal reported. This defensive strategy, also called a “shareholders rights plan,” complicates hostile takeovers and makes them more expensive for the buyer.

One “poison pill” strategy would allow existing shareholders to purchase additional shares at a discount, which would then effectively dilute the ownership stake of the hostile party.

However, Twitter’s board has a legal obligation to do what’s in the best interest of shareholders. If Twitter fails to do so, the company can be sued. After such a lawsuit, the stock will crash, and Twitter will be even more ripe for the hostile takeover. It’s a lose/lose proposition for Twitter.

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