Elon Musk’s own tweets are being used against him in a lawsuit launched by Twitter, which is suing the Tesla CEO for attempting to back out of his $44 billion deal to acquire the social media platform.
Earlier this year, Twitter announced it had entered into a ‘definitive agreement’ to be bought by Musk, who vowed to make the site ‘better than ever’ under his ownership.
But he later pulled the plug on his multi-billion dollar takeover, claiming he had been misled by the social media giant – alleging that Twitter hadn’t given him the right information about the number of fake accounts and bots on the site, or the way the social media platform registers daily active users.
Now, Twitter is suing the billionaire, alleging that he isn’t honouring the deal as it no longer ‘serves his personal interests’, having included a number of his tweets as evidence.
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The lawsuit - which was filed in Delaware’s Chancery Court yesterday, Tuesday 12 July - says: “In April 2022, Elon Musk entered into a binding merger agreement with Twitter, promising to use his best efforts to get the deal done.
“Now, less than three months later, Musk refuses to honor his obligations to Twitter and its stockholders because the deal he signed no longer serves his personal interests.”
It continues: “Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he - unlike every other party subject to Delaware contract law - is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away.”
Compelling Musk to ‘fulfil his legal obligations’, and that his model is one of ‘bad faith’, Twitter proceeded to list a number of his social media posts as evidence in the case.
“If our Twitter bid succeeds, we will defeat the spam bots or die trying!” one, dated 21 April 2022, said – with Twitter arguing that this showed ‘Musk was well aware when he signed the merger agreement that spam accounted for some portion of Twitter’s mDAU [monetizable daily active users]’.
"Spam was one of the main reasons Musk cited, publicly and privately, for wanting to buy the company,” the lawsuit added.
Referencing a 13 May 2022 tweet, which linked to a Reuters article and said the Twitter deal was ‘temporarily on hold’, Twitter said in the complaint: “Musk had no basis for asserting that the deal was ‘on hold’ based on this longstanding disclosure. Twitter’s deal counsel called Musk’s deal counsel. Two hours after the “on hold” Tweet was published, Musk belatedly Tweeted that he was still “committed” to the deal.
Despite later tweeting that he was still ‘committed’ to the deal, the same day, Musk also shared what Twitter said was a ‘misrepresentation’ about the company’s sample size for spam estimates being just 100.
The next day, he ‘boasted publicly, that he had violated his non-disclosure obligations, according to Twitter, having written: “Twitter legal just called to complain that I violated their NDA by revealing the bot check sample size is 100! This actually happened.”
The lawsuit continued: “Musk’s Tweets on May 13 and 14 violated his obligations under the merger agreement, including the provisions prohibiting public comments not consented to by Twitter, disparagement, misuse of information provided under Section 6.4, requiring best efforts to consummate the merger.”
And that’s just the tip of the iceberg, it seems, as Twitter went on to cite other tweets – including a poo emoji Musk posted in a ‘disparaging’ response to Twitter CEO Parag Agrawal, and another post calling on the Securities and Exchange Commission to investigate whether or not Twitter lied in its official filings.
He also posted meme tweets earlier this week ‘implying that his data requests were never intended to make progress toward consummating the merger’.
“For Musk, it would seem, Twitter, the interests of its stockholders, the transaction Musk agreed to, and the court process to enforce it all constitute an elaborate joke,” the lawsuit said.
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Jess Hardiman