Tesla CEO Elon Musk tells Twitter he no longer intends to buy the company, according to tweets on the Twitter website. Bret Taylor, Twitter’s chairman, responded promptly by announcing that the company intends to go to court to enforce the $44 billion deal’s closure at the agreed-upon price and terms.
When you’re dealing with a mercurial dealmaker, it’s hard to know how the drama will end. We cannot guess all possible permutations, including secondary issues like financing. However, here are eight scenarios that could occur.
1) The deal is over, and Musk pays the breakup fee.
On paper, this could be the cleanest option for everyone — no legal battle and Musk would be forced to pay the contract’s $1 billion termination fee. In turn, Twitter would continue to function, but at a valuation lower than $44 billion. The Twitter co-founder tweeted, if I were still on the board, I would propose that we can just let this whole ugly episode blow over.
By letting Musk walk, the board might breach its fiduciary duty, and Taylor’s response suggests Twitter is not planning to do so.
On top of its strong arguments for wanting to purchase the company, Tesla has also financially locked themselves into a buy at $54.20 per share. By allowing him to walk away after only paying the breakup fee, Twitter’s shares would probably drop even further. On Friday, the stock closed at $36.81, a significant discount as investors speculate over when a deal will be reached.
2) Musk and Twitter agree to a lower price.
After days of back-and-forth, it seems that Elon Musk and Twitter have finally agreed to a lower price. This is good news for shareholders, who were getting worried about the future of the company. It’s possible Musk is trying to negotiate a lower acquisition price by trying to break the deal. Ever since Elon Musk agreed to buy Twitter on April 25, the markets, and particularly stocks in the media and tech sectors, have fallen sharply. Snap, the company behind social media app Snapchat, lost 50% of its stock in that time.
There is a good chance that Musk and Twitter will come to an agreement on a lower price, one with a really high termination fee so that he won’t renege on the deal, taking the market correction into account.
3) If the court rules in Twitter’s favor, Musk buys the company.
In our legal system, there’s no precedent for a judge upholding the terms of a specific performance clause to enforce a contract for a deal worth as much as $44 billion. While enforcing the deal would be good for Twitter investors, it may leave Twitter and its employees facing an uncertain future. If Elon Musk is not sincere about wanting to own Twitter, the likelihood of this already unhealthy corporate situation escalating into an out-of-control and indecisive environment may persist for years to come.
4) Twitter gets a judgement in court and Elon Musk pays damages.
This is the most likely outcome, considering that Twitter has already taken action against Musk. In this scenario, Twitter would take Musk to court and he would be ordered to pay damages. This could range from a few hundred dollars to a few million, depending on the severity of the offense.
Morgan Ricks, a Vanderbilt law professor, tweeted that a judge might decide to order Musk to pay damages rather than enforce ownership, especially with Musk’s track record of flouting government rules and regulations. One concern may be that if Musk doesn’t want to buy Twitter, he could make a change of ownership difficult enough that there will be a substantial price to pay.
5) Another company buys Twitter.
Even though it’s the most unlikely scenario, Twitter may be purchased at a lower price than $54.20 per share by another company. As a result, Twitter’s board might argue that this deal offers more certainty than going to court against Musk.
The chance that another buyer will buy Twitter decreases as they move forward through litigation, depending on whether they lose or settle. In this scenario, Musk would no longer be involved, but Twitter would have explored its options for getting the full $44 billion or additional damages. As of now, we are not aware of any buyers interested in purchasing Twitter.
6) A second time, Musk changes his mind.
Musk has agreed to join Twitter’s board of directors, decided not to join Twitter’s board, put the Twitter deal on hold and revised its financing in recent months. After his recent realization, he no longer wishes to buy Twitter.
The possibility that he might change his mind again shouldn’t be ruled out because of that history. If Musk gets more information about spam accounts from Twitter, he will once again announce he will buy the company for $54.20 per share.
7) If Elon Musk agrees to a settlement with Twitter.
Thus, if this is the case, then it is likely that Musk would end up paying both his $1 billion break-up fee as well as a sizable fee in an ensuing deal with Twitter. The settlement money will likely have to be a generous one so that Twitter’s board can convincingly tell investors that it made the right decision by accepting the settlement instead of opting for litigation.
8) If Musk wins the case, and pay no bond penalty.
If Musk can prove Twitter provided him with false information, and that the truth will adversely affect the company, he can walk away without having to pay a breakup fee. Musk said Twitter hasn’t complied with its contract obligations after signing the merger agreement, which he claims led to the termination of the deal.
The company claims that the spam accounts make up 5% or less of all accounts, but Musk argues it doesn’t provide enough detail or evidence to prove that this is true. Additionally, Musk’s lawyers added a third argument, claiming that Twitter failed to obtain consent before deviating from its responsibilities to carry out its business in the ordinary course through the firing of several employees. All that being said, that seems unlikely to lead to a decision.
In the end, regardless of how the current saga ends, it’s important to remember that Tesla is a company that is changing the world. They are making electric cars mainstream and accessible to everyone. They are also helping to create a sustainable future for our planet. Perhaps Elon will take a break from Twitter, or maybe he’ll be more careful about what he tweets. Perhaps Tesla’s stock will rebound, or maybe it will continue to fall. Only time will tell how this story ends.