Elon Musk, in a surprise move that adds another twist to a monthslong drama that has preoccupied Silicon Valley, Wall Street and Washington, proposed a deal with Twitter on Monday evening that could bring to an end an acrimonious legal fight between the billionaire and the social media company.
The arrangement would allow Mr. Musk to acquire Twitter at $54.20 per share, the price he agreed to pay for the company in April, two people familiar with the proposal who were not authorized to speak publicly said.
Twitter, which sued Mr. Musk in July to force him to go through with the deal after he said he wanted to back out, has yet to accept Mr. Musk’s new offer. His advances could be seen as a negotiating tactic to halt Twitter’s litigation against him.
Twitter will likely insist on broader protections from a court in Delaware, where its suit was filed, to ensure that Mr. Musk follows through with his offer, legal experts said. But a deal could allow both sides to avoid a messy public trial, which most likely would have featured testimony from Mr. Musk and senior Twitter executives. Mr. Musk is scheduled to be deposed on Thursday and Friday in Austin, Texas, according to a legal filing.
The potential agreement comes after months of disputes that have created existential challenges for Twitter, cratering its share price, demoralizing its employees and spooking the advertisers it relies on for revenue.
The very public fight between Mr. Musk and the company he has pursued and discarded and apparently pursued again has also exposed surprising fault lines between the professional executives tasked with running the tech industry’s companies and its risk-taking entrepreneurs and investors.
Mr. Musk, with his repeated, scathing criticism of Twitter and its management, has often seemed more interested in taking a wrecking ball to the company than becoming its new owner. Mr. Musk’s critics have argued that he has simply been looking for anything to justify backing out of a rash decision he had quickly come to regret.
What Happened to Elon Musk’s Twitter Deal
A blockbuster deal. In April, Elon Musk made an unsolicited bid worth more than $40 billion for the social network, saying he wanted to make Twitter a private company and allow people to speak more freely on the service.
“I think he recognized that litigation is not going well on his part,” said Ann Lipton, a professor of corporate governance at Tulane Law School.
Twitter has barely been profitable for most of its history and is dwarfed in size by other social media platforms like Facebook and the much younger TikTok. But it has for years been an online bullhorn for opinionated tech industry billionaires like Mr. Musk and politicians like former President Donald J. Trump, which Twitter banned from its platform after the Jan. 6 riot on Capitol Hill.
If Mr. Musk does take over Twitter, one of his first big moves with the company could be allowing Mr. Trump to return. Mr. Musk has said that it was a “mistake” for Twitter to ban Mr. Trump.
A deal at the original price would be a victory for Twitter, which struck an agreement with Mr. Musk in April to sell the company for $44 billion. Mr. Musk declared in July that he no longer intended to continue with the acquisition because he believed Twitter’s service was overrun by spam. Twitter sued him soon after.
Mr. Musk submitted his latest proposal to Twitter on Monday evening, informing the company that he intended to proceed with his original offer. “We write to notify you that the Musk parties intend to proceed to closing of the transaction,” a lawyer for Mr. Musk wrote in the letter, according to a regulatory filing
The two sides met in court in an emergency virtual hearing on Tuesday to discuss the proposal before Kathaleen McCormick, the judge overseeing the trial. The offer was reported earlier by Bloomberg.
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Lawyers for Mr. Musk and Twitter are expected to meet again in court later on Tuesday to discuss next steps, the person said. If they opt to proceed with the sale of Twitter, a deal could possibly close within weeks, or as soon as Mr. Musk hands over the $44 billion he has promised.
“Procedurally, Twitter has done everything they need to do to close this deal,” said Brian J.M. Quinn, a professor at Boston College Law School. If the company accepts Mr. Musk’s proposal, it could request that the trial be postponed until the deal is finalized, Mr. Quinn said. Once the acquisition is finalized, Twitter would likely dismiss its lawsuit against Mr. Musk.
The economic backdrop has changed significantly since Mr. Musk first announced his intent to buy Twitter last spring. Amid inflation and geopolitical uncertainty, market investors are facing the kinds of losses they haven’t seen since 2009.
Investment banks, led by Morgan Stanley, have already agreed to help finance the deal with about $13 billion in debt. The banks remain on the hook until next April, according to the terms of their contract.
Mr. Musk has said he would finance the rest of the deal in cash. In April, he sold about $8.5 billion shares in Tesla to help fund the deal; in May, he said that he lined up about $7 billion in cash from an array of investors including the venture capital firm Andreessen Horowitz and tech mogul Larry Ellison. It was not immediately clear what commitments those investors had to Mr. Musk.
In August, Mr. Musk sold an additional $7 billion worth of Tesla’s stock in “the (hopefully unlikely) event that Twitter forces this deal to close and some equity partners don’t come through,” he said at the time.
Shares in the social media company spiked more than 12 percent on the news of Mr. Musk’s latest offer, before a halt in trading.
Twitter employees learned of Mr. Musk’s offer from media reports while participating in a companywide meeting about corporate plans for 2023 on Tuesday, reigniting confusion and speculation that has roiled Twitter’s work force over the past six months, four employees said.
Parag Agrawal, Twitter’s chief executive, and other senior leaders did not immediately address Mr. Musk’s offer with employees, those people added.
In internal Slack channels on Tuesday, employees discussed the implications for the company, their jobs and their stock compensation. In a channel with nearly 2,000 members that is used to joke about company news, some workers wondered what would happen if Twitter’s board did not accept Mr. Musk’s renewed offer. Some speculated Twitter’s stock would plummet, while another said the company would not have to be owned by “a moron,” using an expletive to refer to Mr. Musk.
While an agreement would signify an end to the uncertainty clouding Twitter’s immediate future, Mr. Musk’s plans for the company are not clear. Shareholders voted in September to approve the original deal with Mr. Musk, who told investors before attempting to back out of it that by 2025, he could get the company to 500 million daily users and revenue of $13.2 billion.
Twitter and Mr. Musk were set for a showdown this month in a Delaware courtroom. The company argued in legal filings that Mr. Musk’s reasons for abandoning the deal were smoke screens, and suggested that he had simply hoped for a lower price after stock market declines had decreased his overall wealth.
Mr. Musk said Twitter had most likely undercounted the amount of spam on its platform, making the company less valuable than he had initially believed. He also cited whistle-blower claims from a former Twitter executive, who said the company had misled regulators about its security practices, as a reason to exit the deal.
Ryan Mac contributed reporting.