Twitter Accuses Elon Musk of ‘Knowingly’ Breaching $44 Billion Deal

Elon Musk's Twitter profile is seen on a smartphone placed on printed Twitter logos in this picture illustration taken April 28, 2022. Dado Ruvic/Illustration/Reuters

Twitter has accused Elon Musk of “knowingly” breaching their contract for his purchase of the social media platform after he filed to pull out of the $44 billion deal.

This comes days after the Tesla CEO on July 8 filed to exit the deal with Twitter over concerns about its spam bots, claiming Twitter breached their agreement.

In a letter to Musk on Sunday and filed with the Securities and Exchange Commission (SEC) on Monday, Twitter demanded that Musk follow through on the deal.

Twitter called Musk’s termination of the deal “invalid and wrongful,” while denying the social media company breached its obligations under their contract.

“Twitter has not suffered and is not likely to suffer a Company Material Adverse Effect,” the letter reads.

Twitter also said that Musk’s termination of the deal is “invalid” because he “intentionally, willfully, and materially breached the Agreement, including but not limited to Sections 6.3, 6.8, and 6.10 thereof.”

The company said it would take steps to hold Musk to the deal after the world’s richest man said on July 8 in documents filed with the SEC that Twitter had not complied with its contractual obligations.

“While Section 6.4 of the Merger Agreement requires Twitter to provide Mr. Musk and his advisers all data and information that Mr. Musk requests ‘for any reasonable business purpose related to the consummation of the transaction,’ Twitter has not complied with its contractual obligations,” the SEC filing reads.

“For nearly two months, Mr. Musk has sought the data and information necessary to ‘make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.’”

But Twitter denied this, saying that it had and would continue “to provide information reasonably requested by Mr. Musk under the Agreement and to diligently take all measures required to close the transaction.”

Twitter officials have said that bot accounts only comprise around 5 percent of the company’s accounts. However, Musk has sought data to verify this claim, saying that it may materially change the company’s value if the number were many times higher.

Musk Mocks Move

Musk appeared to mock Twitter’s move on Monday by posting an image meme on the platform.

The meme shows Musk in four image frames beside four blocks of text. With each frame, the image of Musk changes from joy to outright laughter.

The text reads, “They said I couldn’t buy Twitter. Then they wouldn’t disclose bot info. Now they want to force me to buy Twitter in court. Now they have to disclose bot info in court.”

Twitter’s chairman, Bret Taylor, said that the company would take Musk to the Delaware Court of Chancery to enforce the merger.

“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement,” he wrote on Twitter on July 9. “We are confident we will prevail in the Delaware Court of Chancery.”

Twitter’s shares were down 11.4 percent on Monday to $32.65. Musk offered to purchase the company for $52.20 per share.