Deal or no deal, Elon Musk could upend Twitter's business for a long time
Nearly
a month after Twitter agreed to sell itself to Elon Musk in a stunning
$44 billion deal, the fate of the acquisition remains very much uncertain.
In
recent days, Musk has said the deal "cannot move forward" until he
sees more information about the amount of spam and fake accounts on the
platform and has flippantly pushed back at careful explanations from Twitter
CEO Parag Agrawal on the matter.
Twitter,
meanwhile, remains unwavering that the acquisition will go through. In a statement to CNN Business on Tuesday, the company said it
intends "to close the transaction and enforce the merger agreement."
Musk's back-and-forth with the company is widely viewed as
him setting the stage to renegotiate the offer price, or else back out of the
deal entirely. No matter what happens next, however, one thing is certain: Musk
has created a big mess for Twitter, the effects of which won't be easily or
quickly undone. And in the meantime, the company's employees, users and
shareholders hang in the balance.
In
one scenario, Twitter is bracing for an innovative but erratic billionaire
owner who is expected to cut some staff, overhaul the leadership team and
potentially undo years of content moderation efforts with uncertain outcomes
for advertisers, users and the morale of the staffers who remain.
In
another scenario, Twitter faces the prospect of a prolonged legal battle with
the world's richest man if he tries to back out of the deal, not to mention the
possibility of other acquirers coming out of the woodwork. The result could be
unending background noise that adds to challenges for Twitter to hold on to
staffers and regain momentum.
As Wedbush analyst Dan Ives put it on Friday, after the Tesla and SpaceX CEO first said he was putting the deal "temporarily on
hold" over the spam account issue, the
"Twitter circus show" has morphed into a "Friday the 13th horror
show."
From
the start, there have been doubts about the deal going through, including from
Musk. Shortly after announcing his offer to buy Twitter last month, Musk said
in an on-stage interview at the TED conference, "I'm not
sure I'll actually be able to acquire it." Industry watchers have also
questioned whether Musk will be able to finance the acquisition. The recent
decline in Tesla shares, which he's partly using to back his financing of the
deal, has only added to those concerns.
Twitter's
stock has traded noticeably below the $54.20 per share Musk offered throughout
the deal process, an indication of investor skepticism about the deal being
completed or completed at that price. As of this week, Twitter stock has wiped
out all the gains since Musk first disclosed taking a large stake in the
company early last month.
With
his latest public statements, Musk raised the possibility that Twitter has
significantly undercounted the amount of spam and fake accounts on its platform
in its quarterly disclosures, though he has yet to provide evidence to support
that claim. In the process, some legal experts say, Musk appears to be trying
to lay the groundwork to argue inaccurate information would constitute a
"material adverse event," which might entitle him to back away from
the deal.
But
the bar for such a claim is high. Twitter has made the same boilerplate
disclosure — that spam accounts make up less than 5% of its active users — for
many quarters. Moreover, a recent securities filing from Twitter revealed that
Musk waived due diligence before making his offer to buy Twitter. That concerns
over spam may squash the deal is all the more curious considering Musk said
part of his motivation to acquire Twitter in the first place was to rid it of
such accounts.
Should
Musk ultimately try to back out of the deal, he could be on the hook for a $1
billion breakup fee. He could also effectively open the door to litigation from
Twitter to enforce the terms of the merger agreement and compel him to buy the
company.
Brian
Quinn, a professor at Boston College Law School, told CNN Business that Twitter
is in "a very strong legal position" if it tried to go to court and
force the deal on the original terms. But there are still business risks here
for Twitter in going that route, which could push the company to negotiate a
somewhat lower deal price.
As
Wedbush's Ives put it: "Then it gets caught in the courts for 12 to 18
months. It's a significant overhang on Twitter, and it becomes just a fiasco as
they're basically just caught up in this circus show."
Twitter
and Musk did not respond to a request for comment.
Even
if the deal is completed, the company could still be in for a period of
significant turbulence.
Musk
has said he plans to remove content restrictions on the platform in the name of
what he calls "free speech," by which he has said he means all legal
speech in the various markets in which Twitter operates. Musk has also said he
would restore former President Donald Trump's account on the platform and do
away with many of the permanent bans that Twitter and other platforms have used
to handle repeat violators of their rules.
Such
steps could move Twitter closer to some less moderated social media sites
popular with conservatives that have yet to gain significant traction, in part,
some say, because many users and advertisers prefer not to be on platforms rife
with harmful content like misinformation and harassment.
"The
places which are just cesspools of no content moderation have not taken
off," said Kirsten Martin, a professor of technology ethics at the
University of Notre Dame. Thus, there could be conflict between Musk's stated
goal to grow Twitter's business and his plans for how to handle content
moderation.
If
the deal doesn't go through, Twitter could still face renewed scrutiny of its
business, its spam accounting methods and its content moderation decisions,
after Musk has spent weeks criticizing the company on these fronts.
For
much of its life as a public company, Twitter has struggled to grow its audience
and to boost its stock price. Prior to Musk taking a stake last month,
Twitter's stock was trading below the closing price from its first day of
trading more than eight years ago.
If
the deal collapses, it may only reignite investor pressure on Twitter to
bolster growth — and to do so at a time when the broader tech sector is
struggling. It also raises the possibility of other acquirers attempting to
scoop up the company at a discount from what Musk offered.
In
a regulatory filing this week, Twitter said its board had considered
whether to reach out to other companies about a potential acquisition. It opted
not to because Musk's offer had been publicly disclosed and because "other
parties were unlikely to have the interest in, or capability to, acquire
Twitter ... based on the regulatory, financing and other execution risks
applicable to each party discussed."
Those
unknowns risk adding to the apparent chaos and uncertainty already generated by
Musk's takeover inside Twitter.
"If
I'm an employee right now, I'm probably throwing my resume around, looking
around for new jobs," said Angelo Zino, senior industry analyst at CFRA
research. "In a situation like this, you could potentially lose some great
talent."
In
fact, Twitter already has. The company confirmed to CNN Business this week that
three senior employees have left the company. Twitter also said last week it
had implemented a partial hiring freeze and parted ways with two longtime
executives: general manager of consumer Kayvon Beykpour, and revenue product
lead Bruce Falck.
Agrawal
addressed on Twitter last week why a "'lame duck' CEO would make these
changes if we're getting acquired anyway" and the difficult state of the
tech industry that the company is navigating.
"While
I expect the deal to close, we need to be prepared for all scenarios and always
do what's right for Twitter," he said. "Regardless of the company's
future ownership, we're here improving Twitter as a product and business for
customers, partners, shareholders, and all of you. ... Our industry is in a
very challenging macro environment -- right now. I won't use the deal as an
excuse to avoid making important decisions for the health of the company, nor
will any leader at Twitter."
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