Elon Musk has made an offer to buy Twitter in a deal that values the social media giant at $43.4 billion.
In a “best and final” offer that Musk sent via text message to Twitter board chair Bret Taylor, he wrote that “since making my investment, I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.”
He added: “Twitter has extraordinary potential. I will unlock it.”
The offer was disclosed in a securities filing Thursday, which also included a voice script, either from a voicemail Musk left for Taylor, or from Musk’s side of a phone call with Taylor.
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“If the deal doesn’t work, given that I don’t have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder,” Musk said in the voice script.
In a statement Thursday the company responded, saying that “the Twitter Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of the Company and all Twitter stockholders.”
On Thursday afternoon at an employee town hall, CEO Parag Agrawal told staff that the company was still evaluating Musk’s offer, but reiterated that whatever they decided would be in the “best interest” of shareholders.
Musk first disclosed that he had acquired a 9.1 percent stake in Twitter just 10 days ago, using the platform to solicit and suggest a wide range of changes to the company’s product. The company responded quickly, offering the Tesla and SpaceX founder a seat on its board…in exchange for a standstill agreement limiting his stake to under 15 percent of the company. However, just a few days later, before he was set to join the board, Musk told Twitter CEO Parag Agrawal that he was declining the offer.
Agrawal warned Twitter employees after the move that “there will be distractions ahead.” In his text messages, Musk suggested that he mentioned taking Twitter private over this past weekend, perhaps leading to Agrawal’s warning.
Earlier this week, Musk was sued by Twitter investors over filing his Twitter ownership disclosure late, accusing him of profiting from it.
The takeover attempt is the culmination of Musk’s effort, and represents a value of $54.20 per share, above where the stock was trading before his stake was disclosed and a premium over where it was trading when it closed Wednesday at just over $45 per share. Musk hired Morgan Stanley to advise him on the takeover offer.
Twitter shares were up more than 10 percent in premarket trading Thursday.
Read Musk’s text messages to Bret Taylor, below.
I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.
However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company.
As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder.
Twitter has extraordinary potential. I will unlock it.
As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made.
After the past several days of thinking this over, I have decided I want to acquire the company and take it private.
I am going to send you an offer letter tonight, it will be public in the morning.
Are you available to chat?
Updated 2:35 PM with detail from Twitter employee town hall.
