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推特争夺战激化!马斯克指董事会不代表股东利益,私募巨头Applo据称有意参与竞购

The battle for Twitter intensifies! Musk pointed out that the board of directors does not represent the interests of shareholders, and private equity giant Applo is said to be interested in bidding

華爾街見聞 ·  Apr 19, 2022 07:21

Source: Wall Street

Author: Li Dan

Musk said that if his acquisition proposal is successful, the board's salary will be zero, saving 3 million dollars a year. According to the media, Twitter launched the poison pill last week to buy time to reach a plan that is in the best interests of shareholders.

The Twitter board's poison pill did not scare away the "barbarians at the door". Recent news shows that the proposed acquisition of Tesla, Inc. CEO Musk may receive "reinforcements".

Private equity giant Apollo Global Management, which is considering a bid for Twitter, is already in negotiations to support the deal and may provide equity or debt support to other interested buyers such as Musk or Thomas Bravo LP, media sources were quoted as saying on Monday, et. As the owner of Yahoo, Apollo is also evaluating the possibility of a partnership between Yahoo and Twitter.

Twitter shares rose further on the day after the news, closing up about 7.5% against the market as the u.s. stock market continued to fall, closing at its highest level since Wednesday, April 6, and the biggest gain since it was disclosed on April 4 that Musk had a more than 9% stake in the company. Some critics believe that the sharp rise in Twitter's share price on Monday stems from market speculation that Twitter will reach an agreement that will make shareholders more satisfied.

On Friday, Twitter's board approved an one-year shareholder rights plan. The so-called poison pill, designed to deter hostile takeovers, provides that if someone buys at least 15 per cent of Twitter without board approval, the rest of the shareholders will have the right to increase their holdings at half the market price at that time. Documents disclosed earlier on Monday confirmed the plan. If any individual or entity owns more than 15% of the company without board approval, Twitter will be able to impose "heavy penalties" on unpopular buyers. This means that if Musk initiates an acquisition to privatize Twitter, Twitter may launch poison pills to issue new shares, and all shareholders except Musk may buy new shares at a discount to dilute Musk's shares.

According to media sources, Twitter's defense with the poison pill plan is to buy time to reach a plan that is in the best interests of shareholders.

Jack Dorsey, the co-founder of Twitter and a two-time CEO of the company, criticised the company's board on the Twitter platform over the weekend after the Twitter board launched a poison pill to try to stop Mr Musk's takeover.

Some netizens tweeted that the Twitter board was full of "plots and coups" in the first place, and Dorsey replied that the company had been unable to function properly in this way.

After Microsoft Corp's senior director of strategy and former private equity firm Eagle River partner Tren Griffin tweeted to quote venture capitalist Fred Destin's Silicon Valley saying, "A good board doesn't create a good company, but a bad board always kills a company." Dorsey replied: "the truth. "

Dorsey, who served as CEO when Twitter was founded in 2007, stepped down in 2008 and returned to the helm in 2015, announced in November last year that he would continue to serve on the Twitter board, but will leave the board at the end of May.

Musk tweeted over the weekend that Dorsey would leave the board, saying: "together, Twitter board members hold few shares in the company." Objectively speaking, their economic interests are inconsistent with those of shareholders. "

Gary Black, an investment consultant, used a chart to show that most Twitter board members own less than 0.005% of the company, adding that once Musk is privatized, they will no longer get a part-time job of $250000 to $300000 a year. 'If my offer is successful, the board's salary will be zero, which means you can save $3 million a year in this area, 'Mr. Musk commented.

Musk refused to join the board after documents disclosed the week before last showed that Musk passively held a 9.2% stake in Twitter, making it the company's largest individual shareholder, sparking speculation that Musk was intended to acquire and avoid restrictions on shareholdings after becoming a director. In a letter to Twitter's chairman released last Thursday, Mr Musk made clear his intention to buy a 100 per cent stake in Twitter for $54.20 a share or $43 billion in cash, saying the acquisition was to help Twitter become a global platform for freedom of expression. However, on the same day, Prince Waleed of Saudi Arabia, a major shareholder of Twitter, tweeted and rejected Musk's offer, believing that Musk had underestimated Twitter and that his offer was not close to the intrinsic value of the company. Musk admitted on the same day that he was not sure whether he could really buy it, adding that he did not care about the economic effectiveness of the acquisition at all.

Over the weekend, Duoxifa pointed out that when he left office in 2008, the Twitter board had taken most of his shares, and in 2015, he returned 1% of the company to the staff pool, so he ended up holding very few shares in Twitter.

Still, Dorsey still holds 2.25% of the stock, making it Twitter's largest insider shareholder, second only to Musk, according to FactSet. Twitter's second-largest insider is Sliver Lake, a private equity firm in which CEO is a director of Twitter, with a 0.26% stake. Twitter's largest institutional shareholder is Vanguard, which has a 10.29% stake.

Edit / Jeffy

The translation is provided by third-party software.


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