Twitter has responded this Friday to the purchase offer that Elon Musk launched the day before by surprise. The board of directors of the social network has announced that it will launch a corporate maneuver that makes it difficult for the tycoon to gain control of the technological platform. The strategy, known within the economic world as poison pill (poisonous pill), will be in force until April 14, 2023, so it allows time for the current management of the company, which has lived ten days of heart attack since it was revealed that Musk had acquired 9.2% of the company in early April. The richest man in the world surprised Thursday by putting 43.4 billion dollars (about 40 billion euros) on the table to keep one of the jewels of Silicon Valley.
That operation, poison pillis an emergency resource launched by numerous boards of directors of American companies since the 1980s. It is a legal measure designed to protect the interests and rights of shareholders against hostile takeovers and the so-called “corporate invaders”, that is, those partners who enter the board of directors with the aim of conquering them from within.
The measure is aimed at an investor or group of investors trying to acquire at least 15% of the company’s shares. At that time, the company can activate that clause, which involves the sale of more shares of the company at a more competitive price (that is, somewhat below market value) by other shareholders, but not by those who launched the offer. hostile. At the end of the operation, this makes the acquisition less attractive, since that 15% of capital has been diluted and the titles are usually worth less. And that practically leads to a negotiation of the shareholder with the leadership of the company.
Musk’s entry into the company in early April sent many board members on guard. He was then offered a seat on the council, which Musk accepted. Days later, he rejected it. The company has reported that the plan does not prevent it from entering into negotiations with potential buyers of the company or from accepting an offer that the shareholders consider acceptable. In fact, on Thursday afternoon the first reactions to Musk’s offer were arriving, which showed that there was no unanimity regarding the acquisition. However, he said earlier that day that he was not going to beat the amount he offered of $54.20 per share, given the prospect of a refusal. That was his final offer. And for now, he has not responded to the Twitter challenge.
Musk, whose personal fortune exceeds 260,000 million dollars (240,000 million euros), stressed Thursday afternoon that he had “sufficient funds” to close the operation. The businessman attended a TED conference in Vancouver (Canada), where he spoke about his personal life and his business vision. He also talked about his plans to buy Twitter, which he intends to take off the stock market and turn it into a private company, keeping as many shareholders as possible. Before Chris Anderson, the curator of the popular conferences on the technological and scientific world, Musk also said that he has a plan B to take over Twitter, although he did not delve into the details.
He knows in depth all the sides of the coin.
His messages on the social network reflect his desire for the offer to be open to a vote of all title holders, not just those who make up the administrative body. “If the current board takes actions contrary to the interests of the shareholders, they would be in breach of their fiduciary obligations,” he commented in one of his messages. In another he submitted his idea to a poll, which received almost three million votes (Musk has 80 million followers). 83% voted in favor of the decision being made by the shareholders and not the board.
The tycoon had already foreseen the possibility of a refusal. He thus expressed it in one of his messages: “If the current board takes actions contrary to the interests of the shareholders, they would be failing to comply with their fiduciary obligations.” On Thursday afternoon (night in mainland Spain) he went to Twitter to speak with one of the company’s main shareholders. Saudi Prince Alwaleed Bin Talal, who owns 5% of the tech company through his Kingdom Holding conglomerate, said hours earlier that the offer was “nowhere near intrinsic value given growth projections.” As a retort, Musk wanted to know his opinion on the freedom of expression of journalists.
Musk’s offer has stirred the debate on freedom of expression in the United States at a time of heightened polarization. Twitter was one of the first tech companies to review its comment moderation policies and to retaliate after supporters of former President Donald Trump stormed the Capitol on January 6, 2021. “A strong intuition tells me that having a public platform that is trusted by the majority and is highly inclusive is extremely important for the future of civilization. This is not an economic issue”, affirmed the entrepreneur in the TED forum.
If there is a sector that has been enthusiastic about the idea of Musk becoming a baron of the technological media, it is precisely Trumpism, the main victim of the moderation policies of Facebook and YouTube, in addition to Twitter. The radical sectors of the right have chosen in recent times to move to fringe networks such as Parler, Gttr, Rumble and Truth Social, expressly endorsed by the former Republican president.
“When in doubt, we should allow the discourse to exist. But if it’s a gray area, I’d say I’d rather the tweet exists… Obviously if there’s too much controversy, you’re not necessarily going to promote that message. I don’t have all the answers,” the businessman said on Thursday, where he also discussed his life with Asperger’s, a topic he comically addressed in May last year with an appearance on the popular sketch show Saturday night Live.
Musk already talks about his new crusade with the same intensity with which he referred to the importance of exploring space, a SpaceX mission. Closing his talk with TED, the entrepreneur put on his visionary suit with which he feels so comfortable: “I think we should fight for a good future for humanity. We must be optimistic and fight to make that future optimism happen.”