Twitter adopts ‘poison pill’ mechanism to shield itself from Elon Musk’s takeover bid

Twitter’s board of directors has unanimously adopted a limited-duration shareholder rights plan called a “poison pill” — a corporate anti-takeover defense mechanism — that may thwart Tesla Chief Elon Musk’s attempts to acquire the social media company. The Board adopted the Rights Plan following an unsolicited, non-binding proposal to acquire Twitter. The “poison pill” provision, announced in a press release Friday, preserves the right for Twitter shareholders other than Musk to acquire more shares of the company at a relatively inexpensive price, effectively diluting Musk’s stake.

The provision will be triggered if Musk (or any other investor) acquires more than 15 per cent of the company’s shares. Musk currently owns around 9 per cent of Twitter’s shares. “The Rights Plan will reduce the likelihood that any entity, person or group gains control of Twitter through open market accumulation without paying all shareholders an appropriate control premium or without providing the Board sufficient time to make informed judgments and take actions that are in the best interests of shareholders,” the company said in its statement.

Also Read | Elon Musk employs corporate raider-style tactic, asks shareholders to decide on his Twitter bid ​

The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders, it added. The Rights Plan is similar to other plans adopted by publicly held companies in comparable circumstances. Under the Rights Plan, the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15 per cent or more of Twitter’s outstanding common stock in a transaction not approved by the Board. Showing his bare-knuckle business tactics, Tesla Chief Elon Musk went ahead and posted an opinion poll on Twitter, saying that the company shareholders should decide on his “best and final” offer to acquire 100 percent of social media giant with USD 54.20 per share in cash.

Employing a corporate raider-style tactic, Musk took to Twitter, to put the decision of acquisition to a vote of all company shareholders. A corporate raider is an investor who buys a large number of shares in a corporation whose assets appear to be undervalued. The large share purchase would give the corporate raider significant voting rights, which could then be used to push changes in the company’s leadership and management. This would increase share value and thus generate a massive return for the raider.

“Taking Twitter private at $54.20 should be up to shareholders, not the board,” Musk tweeted with the opinion poll with two options ‘Yes’ and ‘No’ . Implying that shareholders have to decide as they own the company, not the board of directors.

This comes at a time when the world’s richest man made the offer in an updated 13D filing. Musk offered a “best and final” bid to purchase 100 per cent of Twitter for USD 41.39 billion with USD 54.20 per share in cash. “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,” Musk said in his filing. “However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form,” he said.

In a separate Tweet, Musk mentioned that he will try hard to keep as many shareholders in privatized Twitter as allowed by law. He tweeted, “Will endeavour to keep as many shareholders in privatized Twitter as allowed by law.” Musk’s latest move toward Twitter comes just days after he turned down a seat on the board following his acquisition of a 9.2 per cent stake in the microblogging platform. 

(With ANI Inputs)

Also Read | ‘Board still evaluating Elon Musk’s offer’ to buy Twitter: CEO Parag Agrawal to employees

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