SAN FRANCISCO, CA. (THECOUNT) — Twitter, Inc. (NYSE: TWTR) as we speak introduced that it has entered right into a definitive settlement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in money in a transaction valued at roughly $44 billion. Upon completion of the transaction, Twitter will turn out to be a privately held firm.
Beneath the phrases of the settlement, Twitter stockholders will obtain $54.20 in money for every share of Twitter frequent inventory that they personal upon closing of the proposed transaction. The acquisition value represents a 38% premium to Twitter’s closing inventory value on April 1, 2022, which was the final buying and selling day earlier than Mr. Musk disclosed his roughly 9% stake in Twitter.
Bret Taylor, Twitter’s Unbiased Board Chair, mentioned, “The Twitter Board carried out a considerate and complete course of to evaluate Elon’s proposal with a deliberate deal with worth, certainty, and financing. The proposed transaction will ship a considerable money premium, and we consider it’s the greatest path ahead for Twitter’s stockholders.”
Parag Agrawal, Twitter’s CEO, mentioned, “Twitter has a objective and relevance that impacts all the world. Deeply pleased with our groups and impressed by the work that has by no means been extra necessary.”
“Free speech is the bedrock of a functioning democracy, and Twitter is the digital city sq. the place issues very important to the way forward for humanity are debated,” mentioned Mr. Musk. “I additionally need to make Twitter higher than ever by enhancing the product with new options, making the algorithms open supply to extend belief, defeating the spam bots, and authenticating all people. Twitter has great potential – I stay up for working with the corporate and the group of customers to unlock it.”
Transaction Phrases and Financing
The transaction, which has been unanimously authorised by the Twitter Board of Administrators, is anticipated to shut in 2022, topic to the approval of Twitter stockholders, the receipt of relevant regulatory approvals and the satisfaction of different customary closing situations.
Mr. Musk has secured $25.5 billion of totally dedicated debt and margin mortgage financing and is offering an roughly $21.0 billion fairness dedication. There aren’t any financing situations to the closing of the transaction.
For additional data concerning all phrases and situations contained within the definitive transaction settlement, please see Twitter’s Present Report on Kind 8-Ok, which will probably be filed in reference to the transaction.
First Quarter 2022 Earnings Outcomes
Twitter plans to launch its first quarter fiscal yr 2022 outcomes earlier than market open on April 28, 2022. In gentle of the pending transaction introduced as we speak, Twitter is not going to maintain a corresponding convention name.
Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as monetary advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Skilled Company and Simpson Thacher & Bartlett LLP are serving as authorized counsel. Morgan Stanley is appearing as lead monetary advisor to Mr. Musk. BofA Securities and Barclays are additionally appearing as monetary advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as authorized counsel.
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Further Data and The place to Discover It
Twitter, its administrators and sure government officers are individuals within the solicitation of proxies from stockholders in reference to the pending acquisition of Twitter (the “Transaction”). Twitter plans to file a proxy assertion (the “Transaction Proxy Assertion”) with the Securities and Alternate Fee (the “SEC”) in reference to the solicitation of proxies to approve the Transaction. Further data concerning such individuals, together with their direct or oblique pursuits, by safety holdings or in any other case, will probably be included within the Transaction Proxy Assertion and different related paperwork to be filed with the SEC in reference to the Transaction. Data referring to the foregoing will also be present in Twitter’s definitive proxy assertion for its 2022 Annual Assembly of Stockholders (the “2022 Proxy Assertion”), which was filed with the SEC on April 12, 2022. To the extent that holdings of Twitter’s securities have modified for the reason that quantities printed within the 2022 Proxy Assertion, such adjustments have been or will probably be mirrored on Statements of Change in Possession on Kind 4 filed with the SEC. Promptly after submitting the definitive Transaction Proxy Assertion with the SEC, Twitter will mail the definitive Transaction Proxy Assertion and a WHITE proxy card to every stockholder entitled to vote on the particular assembly to contemplate the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TWITTER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders might get hold of, freed from cost, the preliminary and definitive variations of the Transaction Proxy Assertion, any amendments or dietary supplements thereto, and some other related paperwork filed by Twitter with the SEC in reference to the Transaction on the SEC’s web site (http://www.sec.gov). Copies of Twitter’s definitive Transaction Proxy Assertion, any amendments or dietary supplements thereto, and some other related paperwork filed by Twitter with the SEC in reference to the Transaction may also be out there, freed from cost, at Twitter’s investor relations web site (https://investor.twitterinc.com) or by writing to Twitter, Inc., Consideration: Investor Relations, 1355 Market Avenue, Suite 900, San Francisco, California 94103.
This communication incorporates forward-looking statements that contain dangers and uncertainties, together with statements concerning: the Transaction, together with the anticipated timing of the closing of the Transaction; issues taken into consideration by Twitter’s Board of Administrators in approving the Transaction; and expectations for Twitter following the closing of the Transaction. If any of those dangers or uncertainties materialize, or if any of Twitter’s assumptions show incorrect, Twitter’s precise outcomes might differ materially from the outcomes expressed or implied by these forward-looking statements. Further dangers and uncertainties embody these related to: the likelihood that the situations to the closing of the Transaction will not be glad, together with the chance that required approvals from Twitter’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction will not be obtained; potential litigation referring to the Transaction; uncertainties as to the timing of the consummation of the Transaction; the power of every get together to consummate the Transaction; doable disruption associated to the Transaction to Twitter’s present plans and operations, together with by way of the lack of prospects and staff; and different dangers and uncertainties detailed within the periodic experiences that Twitter recordsdata with the SEC, together with Twitter’s Annual Report on Kind 10-Ok filed with the SEC on February 16, 2022, which can be obtained on the investor relations part of Twitter’s web site (https://investor.twitterinc.com). All forward-looking statements on this communication are primarily based on data out there to Twitter as of the date of this communication, and Twitter doesn’t assume any obligation to replace the forward-looking statements offered to replicate occasions that happen or circumstances that exist after the date on which they have been made, besides as required by regulation.