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Musk must complete Twitter deal by Oct. 28 to avoid trial, judge rules


A Delaware Chancery judge ruled Thursday that Elon Musk has until Oct. 28 to shut his acquisition of Twitter if he desires to avoid a trial, granting Musk a slight delay.

Earlier within the day, the Telsa CEO said he desired to return to his original agreement to purchase Twitter for $54.20 a share, and asked the social media company to finish all litigation with the intention to close the deal. Twitter refused to oblige.

In a filing with Delaware’s Court of Chancery on Thursday, Musk’s side said Twitter should drop the court date scheduled for Oct. 17, in order that the needed financing will be pulled together to wrap up the acquisition by Oct. 28.

“Twitter is not going to take yes for a solution,” the filing says. “Astonishingly, they’ve insisted on proceeding with this litigation, recklessly putting the deal in danger and gambling with their stockholders’ interests.” Musk argued that the trial would distract his team from securing the financing needed to shut the deal.

The Twitter profile page belonging to Elon Musk is seen on an Apple iPhone cell phone.

Nurphoto | Nurphoto | Getty Images

In a filing in a while Thursday, Twitter responded by saying that Musk and his legal team are being disingenuous. Only days before a trial was to begin, Musk’s team suddenly declares “they intend to shut in spite of everything,” the lawyers wrote.

“‘Trust us,’ they are saying, ‘we mean it this time,’ and in order that they ask to be relieved from a depending on the merits,” Twitter’s side said. “To justify that relief, they propose an order that permits them an indefinite time to shut on the premise of a conditional withdrawal of their illegal notices of termination coupled with an explicit reservation of all ‘claims and defenses within the event a closing doesn’t occur.'”

The Twitter lawyers added that Musk’s “proposal is an invite to further mischief and delay.”

Twitter sued Musk in July to try to force the world’s richest person to keep on with his purchase agreement, which was signed in April. Musk appeared able to take the case to court, as legions of his text messages were released in preliminary filings.

While Twitter shareholders, at the corporate’s advice, agreed to Musk’s purchase price in September, Twitter may now be reluctant to walk away from its lawsuit without certainty that every one the financing is accessible to shut the deal.

Morgan Stanley and Bank of America are among the many banks that originally agreed to supply $12.5 billion in debt for Musk. Since then the markets have tanked, particularly for dangerous tech assets.

Musk’s attorneys said that “By far the most certainly possibility is that the debt is funded during which case the deal will close on or around October 28.” The lawyers added that “counsel for the debt financing parties has advised that every of their clients is ready to honor its obligations under the Bank Debt Commitment Letter on the terms and subject to satisfaction of the conditions set forth therein.”

Twitter said within the legal filing that the Musk parties “must be arranging to shut on Monday, October 10,” but is as a substitute refusing to “commit to any closing date.”

“They ask for an open-ended out, on the expense of Twitter’s stockholders (who’re owed $44 billion plus interest), all of the while remaining free to alter their minds again or to invent recent grounds to avoid the contract ‘[w]ithout any admission of liability and without waiver of or prejudice to [their] claims and defenses,'” the attorneys wrote.

The Twitter lawyers also alleged that earlier within the day, an unnamed corporate representative of considered one of the leading banks involved within the deal “testified that Mr. Musk has yet to send them a borrowing notice and has not otherwise communicated to them that he intends to shut the transaction, let
alone on any particular timeline.”

“The bank further testified that the important task needed to shut the deal —memorializing the debt financing — could have happened in July but didn’t because Mr. Musk presupposed to terminate the deal,” the Twitter attorneys added.

Earlier this week, Twitter acknowledged that it had received the letter from Musk and his attorneys during which they expressed their wish to purchase Twitter for the unique agreed-upon price. Twitter said in a response to the letter that “The intention of the Company is to shut the transaction at $54.20 per share.” Nevertheless, that is the primary time since then that Twitter has commented on the laws.

WATCH: Musk team wants trial suspended pending deal closing

Musk team says Twitter trial should be suspended pending deal closing

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