Billionaire poop-thrower Elon Musk is getting ever closer to pushing the big red button on his Twitter buyout deal thanks to his incessant demands that Twitter prove its users are real, fleshy human beings rather than cold-hearted spam bots.
In a letter Musk’s team sent a letter to Twitter’s top lawyer Vijaya Gadde and filed with the Securities and Exchange Commission on Monday, the Tesla CEO argued the company has not provided enough information regarding the number of bots on Twitter versus actual people. Musk’s lawyers claim that Twitter is obligated to send Musk any data he requests about the state of the company, but they’ve so far refused to hand over all the goods.
Musk now claims that this is a “clear material breach” of the merger agreement and that Musk can terminate the merger agreement, if he so chooses.
The letter states “Mr. Musk believes the company is actively resisting and thwarting his information rights (and the company’s corresponding obligations) under the merger agreement.” Twitter sent a letter to Musk dated June 1 in response to Musk’s queries last month, but the world’s richest man was apparently unsatisfied.
Musk has been asking for specific user data to understand the bot situation. He has previously said he wanted his team to do a random sampling to calculate the number of fake accounts. The Twitter buyout deal states that the company must provide any information about the business, properties or personnel, except for anything that can “cause competitive harm” to the company if the deal does not go forward. Twitter has repeatedly said that the internal estimates for number of bots is less than 5%.
Musk’s Monday letter states that the Tesla CEO doesn’t have to explain himself for requesting this info, and that Twitter’s obstinance in providing Musk user data “is causing further suspicion that the company is withholding the requested data” because of what it might reveal.
He further claimed anybody that reviews the data would be under non-disclosure agreement. The SpaceX CEO has been known to drop quite a few NDAs for any manner of situation.
In an email statement, a Twitter spokesperson said:
“Twitter has and will continue to cooperatively share information with Mr. Musk to consummate the transaction in accordance with the terms of the merger agreement. We believe this agreement is in the best interest of all shareholders. We intend to close the transaction and enforce the merger agreement at the agreed price and terms.”
Musk has been constantly pulling the fire alarm over the bot situation since May after tweeting that Twitter CEO Parag Agrawal “publicly refused” to prove that bots make up less than 5% of Twitter’s users. In response, Agrawal wrote a lengthy Twitter thread that tried to explain the difficulties and complexities of finding exactly how many spam accounts are on the site. The Twitter CEO said they were suspending “over half a million spam accounts every day, usually before any of you even see them on Twitter.”
Reductive and childish as usual, Musk responded with a poop emoji, following it up by asking “how do advertisers know what they’re getting for their money? This is fundamental to the financial health of Twitter.”
Twitter’s owners have noticed just how jumpy Musk has become about his Twitter deal. The company has previously said it would “enforce the merger agreement,” implying legal action if Musk ducks out. Twitter shareholders are already suing Musk, claiming he’s been intentionally working to lower Twitter’s stock value with all this hubbub. Twitter shares were down 5% early Monday after the news dropped.
Update 06/06/2022 12:50 ET: This post was amended to include a comment from a Twitter spokesperson.