Elon Musk tried to pull the plug (opens in new tab) on his attempt to purchase Twitter last week, leading Twitter to threaten legal action to force the deal through. Today Twitter followed through, filing a lawsuit that accuses Musk of refusing to honor his commitment "because the deal he signed no longer serves his personal interests."
Musk originally offered to buy Twitter for $43.4 billion (opens in new tab) in April, in order to help realize its "potential to be the platform for free speech around the globe." He entered into a definitive agreement (opens in new tab) to make the purchase just over a week later. But things have gone sideways since then: In May, Musk arbitrarily declared the deal on hold while his team investigated "spam/fake accounts" on Twitter; he later accused Twitter leadership of failing to provide the information required to accurately assess the situation.
In June, Twitter offered to effectively drown Musk in data with a "fire hose (opens in new tab)" of every tweet posted every day, but Musk apparently wasn't interested, and so here we are.
"Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he—unlike every other party subject to Delaware contract law—is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away," the lawsuit (opens in new tab) (via Deadline (opens in new tab)) states. "This repudiation follows a long list of material contract breaches by Musk that have cast a pall over Twitter and its business. Twitter brings this action to enjoin Musk from further breaches, to compel Musk to fulfill his legal obligations, and to compel consummation of the merger upon satisfaction of the few outstanding conditions."
The lawsuit accuses Musk of repeatedly changing and broadening his disclosure demands, which Twitter attempted to keep up with in order to avoid damaging its value or scuttling the deal. On June 29, for instance, Musk said Twitter had "placed an artificial cap on the number of searches" his team could run on the firehose data Twitter had provided; in reality, his team had reached a default monthly limit of 100,000 queries, which Twitter then increased to 10 million—"more than 100 times what most paying Twitter customers would get."
Despite those efforts, the suit says Musk "exhibited little interest in understanding Twitter's process for estimating spam accounts," and in fact he acknowledged that he had not read a detailed summary of the sampling process that was provided to him in May.
"From the outset, defendants’ information requests were designed to try to tank the deal. Musk’s increasingly outlandish requests reflect not a genuine examination of Twitter’s processes but a litigation-driven campaign to try to create a record of non-cooperation on Twitter’s part," the suit states. "When Twitter nonetheless bent over backwards to address the increasingly burdensome requests, Musk resorted to false assertions that it had not."
Predictably, it also contains numerous examples of Musk's infamous tweeting habits, including the time he tweeted "💩" at Twitter CEO Parag Agrawal. (See slide gallery below.)
The suit asks the court to order the defendants—specifically Elon R. Musk, X Holdings I, Inc, and X Holdings II, Inc—to "specifically perform their obligations under the merger agreement and consummate the closing in accordance with the terms of the merger agreement": In other words, Twitter wants to force Musk to pay up.
Musk has not yet tweeted in direct response to the lawsuit, but shortly after news of the lawsuit broke he shared this image of Malenia (opens in new tab), widely considered to be one of the toughest bosses in FromSoft history. Take that as you will.
pic.twitter.com/mvVUR4doqBJuly 11, 2022