Twitter, Inc. (NYSE: TWTR) on Monday announced that it has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk for $54.20 per share in cash in a transaction valued at nearly $44 billion.
Upon completion of the transaction, Twitter will become a privately held company.
Under the terms of the agreement, Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction.
The purchase price represents a 38 per cent premium to Twitter's closing stock price on April 1, 2022, which was the last trading day before Musk disclosed his nearly nine per cent stake in Twitter.
Bret Taylor, Twitter's Independent Board Chair, said, "The Twitter Board conducted a thoughtful and comprehensive process to assess Elon's proposal with a deliberate focus on value, certainty, and financing. The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter's stockholders."
Parag Agrawal, Twitter's CEO, said, "Twitter has a purpose and relevance that impacts the entire world. Deeply proud of our teams and inspired by the work that has never been more important."
"Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated," Musk said.
"I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential — I look forward to working with the company and the community of users to unlock it."
The transaction, which has been unanimously approved by the Twitter Board of Directors, is expected to close in 2022, subject to the approval of Twitter stockholders, the receipt of applicable regulatory approvals and the satisfaction of other customary closing conditions.
Musk has secured $25.5 billion of fully committed debt and margin loan financing and is providing a nearly $21 billion equity commitment. There are no financing conditions to the closing of the transaction.
Musk is the world's richest man at $269.7 billion of net worth on the Forbes Real-time Billionaires Index. That's a savage $99 billion more than Jeff Bezos at Number 2.
Twitter plans to release its first quarter fiscal year 2022 results before market open on April 28, 2022. In light of the pending transaction announced on Monday, Twitter will not hold a corresponding conference call.
Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. is serving as financial advisors to Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation and Simpson Thacher & Bartlett LLP as legal counsel.
Morgan Stanley is acting as lead financial advisor to Musk. BofA Securities and Barclays are also acting as financial advisors. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel.
(Nikhila Natarajan tracks Big Tech and tweets @byniknat)