Twitter says it is going to sue Elon Musk for trying to back away from the deal

Twitter’s message to Elon Musk after attempting to bail out a $44 billion settlement to buy the company: We’ll see you in court.

“The Twitter Board is committed to closing the transaction on the price and terms agreed with Mr. Musk and plans to take legal action to enforce the merger agreement,” Twitter chairman Brett Taylor tweetedLess than an hour later, Musk’s legal team said it wanted to pull out of the deal in a filing with the Securities and Exchange Commission. “We are confident that we will prevail in the Delaware Court of Chancery.”

If you’ve been following the ups and downs of this deal, it’s no surprise that Twitter is planning a fight. Soon after Musk said he would buy Twitter and take it private, he began laying the groundwork for why he might back down, claiming that Twitter was not disclosing the number of bots on the platform. was. Twitter has urged Musk and the public that it has the bots under control and intends to enforce the merger agreement.

When Musk and Twitter first signed the deal, both sides agreed to pay a $1 billion termination fee in the event either backed out for specific reasons. Musk agreed to pay the fee if he hasn’t been able to secure the money needed to complete the acquisition — which, until now, he hasn’t. And Twitter agreed to pay the fee if it found another buyer or its board recommended that shareholders vote against Musk’s proposal.

Since Musk is claiming that Twitter violated the terms of the deal by not disclosing important business information as it pertains to bots, it is clear that he is trying to exit without paying anything. Breakup charges are not mentioned in Friday’s filing with the SEC, which underscores its reasoning for exiting the deal.

This already crazy deal could soon turn into a protracted, messy legal battle, with Twitter saying it’s going to put up a fight to pay Musk. In an internal memo to Twitter employees sent and received on Friday ledge, The company’s general counsel, Sean Edgett, asked employees to “refrain from tweeting, Slacking, or sharing any comments about the merger,” and that management would be “very limited on what we can share.”

“I know this is an uncertain time, and we appreciate your patience and commitment to the important work we are doing,” Edgett wrote.

Update June 8th, 7:45pm ET: Added details of internal Twitter memos for employees.

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