Notice of termination of Twitter merger agreement
The filed letter (<a href="https:&#x2F;&#x2F;www.sec.gov&#x2F;Archives&#x2F;edgar&#x2F;data&#x2F;1418091&#x2F;000110465922078413&#x2F;tm2220599d1_ex99-p.htm" rel="nofollow">https:&#x2F;&#x2F;www.sec.gov&#x2F;Archives&#x2F;edgar&#x2F;data&#x2F;1418091&#x2F;000110465922...</a>) isn&#x27;t the knockdown argument I would be expecting.<p>Musk is saying, you haven&#x27;t demonstrated your numbers are accurate.  But having signed the merger agreement and waived due diligence, I think he needs to demonstrate that they are _not_ accurate.  Complaining Twitter rate-limited his API access (which would be very foolish on their part) or that their bot measurement standards are &quot;arbitrary&quot; doesn&#x27;t seem to get there.<p>The letter complains that Musk asked for data allowing him to &quot;independently verify Twitter&#x27;s representations regarding the number of mDAU&quot; -- but where does the agreement provide for that verification as a condition of the deal?  Maybe Twitter didn&#x27;t provide sufficient information for Musk to &quot;independently verify&quot; that number -- that means nothing without showing Twitter had a duty to provide that information, or that Musk had a right to his own verification.  (Any lawyer agreeing to the other side&#x27;s verification of such a thing probably isn&#x27;t a very good lawyer.)<p>The last paragraph, complaining about firings and hiring freezes and departures, seems positively desperate.  Who seriously cares about this stuff?<p>&quot;I relied on your numbers but now they seem soft&quot; is different than &quot;I relied on your numbers but now they are clearly wrong&quot;.<p>I have enormous respect for his engineering and business skills, he&#x27;s accomplished some remarkable things.  But he doesn&#x27;t seem so great as a dealmaker.  Perhaps he&#x27;s badly advised, but hey, he chose his advisors.<p>I would think Twitter will sue for specific performance, and they probably have a case.  And Musk is liable for their full market cap, and any trial would depend on a legal team that has a hard time writing a clear letter.  I think Musk is in trouble here.