Elon’s Pivot & Banker Bonus Blues

Elon Musk
This week brought new developments in Musk's quest to own Twitter. Photo: Yichuan Cao/Getty Images
William D. Cohan
June 22, 2022

We now have a couple of new developments in the long-running soap opera that is, theoretically anyway, Elon Musk’s takeover of Twitter. First, on Tuesday morning, a revised preliminary proxy statement from Twitter was filed with the S.E.C. Of course, since the proxy is not marked to show changes—it should be!—it’s difficult to know what’s actually new. There is a grand invitation to shareholders to attend a “special meeting” to vote on Elon’s proposed $44 billion acquisition but there is an asterisk in place of where the date for the meeting should be. There is also the use of the subjunctive in the proxy, as in, “If the merger is completed, you will be entitled to receive $54.20 in cash…” 

A big if! At least the year—2022—is written in black ink. So, I’m not sure that this proxy update is much different than the one filed on May 17, but it is another step forward, by the company anyway, to make it seem like the deal is on track to happen. (By the way, if any of the lawyers or bankers working for Twitter would care to share the differences between the May 17 preliminary proxy and the June 21 preliminary proxy, I’d love to hear about them.)

Which gets us to weird commentary about the deal that Elon made Tuesday morning to Bloomberg editor-in-chief John Micklethwait at the Qatar Economic Forum. Elon himself was in New York City, apparently, where it was 3 a.m., which might explain his relatively incoherent answers to Micklethwait. Asked where the Twitter deal stands at the moment, Elon said there were three hurdles still to getting the deal done. They are, according to Elon, resolving whether the “fake and spam users” of Twitter are less than 5 percent of users, as Twitter claims, or a higher number of users, as Elon thinks. It’s a “very significant matter,” he told Micklethwait. Then there was the question, he said, of the “debt portion” of the financing for the deal and whether that will “come together.” Finally, he said, he awaits, as do we all, the Twitter shareholder vote approving the deal. Will they vote in favor of the deal, Elon wondered?