Elon Musk Just Launched a Hostile Takeover of Twitter

Elon Musk has been conspicuously quiet in recent days about his next steps regarding Twitter.

Now we know why.

On Thursday morning the world’s richest man and most notorious shitposter filed an offer letter with the Securities and Exchange Commission offering to buy 100 percent of Twitter for $54.20 per share in an all-cash deal worth $43 billion. 

The filing contains a letter Musk sent to the chairman of Twitter’s Board of Directors, Bret Taylor, in which he says, “I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.”

He added, “Twitter has extraordinary potential. I will unlock it.”  

Musk warns that if his offer is not accepted he will have to “reconsider my position as shareholder.” He currently owns 9.2 percent of the company.

The filing contains a transcript of a voice message Musk sent to someone at the company outlining his reasoning for making such a bold move.

“As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made,” Musk wrote. “After the past several days of thinking this over, I have decided I want to acquire the company and take it private.”

The message then asks: “Are you available to chat?”

It’s unclear if anyone responded, but Musk continued that this is his “best and final” offer and that he’s ”not playing the back-and-forth game. I have moved straight to the end.”

Musk adds that his offer is “a high price and your shareholders will love it.” The $54.20 price is an 18 percent premium over the closing price of Twitter’s shares on Wednesday evening.

And as Musk pointed out in his filing, Twitter’s share price has risen 38 percent in the weeks since his investment was made public.

Musk, a world-class troll, also appears to be once again playing up to his role, with many on social media noting that the offer price includes the number 420, a well-known reference to smoking weed that Musk has used multiple times in the past — including when he tweeted that he was considering taking Tesla private at $420. That tweet led to an SEC lawsuit.

Earlier this month Musk announced that he had acquired 9.2 percent of Twitter, making him the company’s biggest shareholder. In the aftermath, Musk was offered a board seat in return for not increasing his stake in the company above 14.9 percent at least until the company’s 2024 annual stockholder meeting, effectively meaning he wouldn’t take over the company for at least two years.

Musk turned down the board seat, saying in an SEC filing that he would prefer to continue to dunk on the company and its management via the app, also leaving open the possibility that he could take over the company. 

In a message to his employees earlier this week addressing the Musk situation, Twitter CEO Parag Agrawal appeared to predict Musk’s latest move when he warned “there will be distractions ahead.”

Last weekend Musk issued a series of tweets — which he subsequently deleted — criticizing the company and its executives, as well as asking his 81.6 million followers what they thought about possible changes to the way Twitter works, including a proposal to convert the company's San Francisco headquarters into a homeless shelter “since no one shows up anyway.”

In another, he asked followers if the company should get rid of the “w” from its name. 57 percent of those who voted agreed.

In the filing on Thursday morning, Musk was clear that unless the company went private, it would simply not succeed.

“If the deal doesn’t work, given that I don’t have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder,” Musk said. “This is not a threat, it's simply not a good investment without the changes that need to be made. And those changes won't happen without taking the company private.”

Twitter confirmed it has received “an unsolicited, non-binding proposal from Elon Musk to acquire all of the Company's outstanding common stock for $54.20 per share in cash. The Twitter Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of the Company and all Twitter stockholders.”

Musk's offer to take Twitter private is likely to be closely scrutinized by the SEC, which could already be looking into his late announcement of his current investment in Twitter, something that led to a lawsuit from Twitter shareholders. The Tesla founder did not disclose how he would fund the takeover, but revealed that he had hired Morgan Stanley to be his financial advisor in the deal.

It is now up to Twitter's shareholders to decide whether or not they want to accept Musk's offer. But the process is unlikely to be a drawn-out affair, given Musk's language in his offer letter that if it doesn't work he will “reconsider his position as a shareholder.”

Analysts assessing Musk's offer are divided over whether or not shareholders in Twitter will accept the offer. "This puts Twitter's back against the wall ... there's really no way that Twitter in my opinion could reject this," Dan Ives, an analyst with Wedbush Securities told CNBC on Thursday morning. However, Vital Knowledge’s Adam Crisafulli said in a report that the $54.20 price was “too low” for shareholders or the board to accept given the company’s shares hit $70 less than a year ago.