Elon R. Musk made a non-binding proposal to acquire remaining 90.4% stake in Twitter, Inc. (NYSE:TWTR) from Al waleed bin Talal, Kingdom Holding Company (SASE:4280), The Vanguard Group, Inc. and others for $41.6 billion on April 13, 2022. Elon R. Musk entered into a definitive agreement to acquire remaining 90.4% stake in Twitter, Inc. from Al waleed bin Talal, Kingdom Holding Company, The Vanguard Group, Inc. and others on April 25, 2022. Under the transaction, Elon Musk will acquire all of the remaining outstanding common stock of Twitter for all cash consideration valuing the common stock at $54.2 per share. Elon R. Musk has made a best and final offer and if the offer is not accepted, he would reconsider his position as a shareholder in Twitter. To finance the transaction, Elon R. Musk has received commitment letters committing to provide an aggregate of approximately $46.5 billion. This includes a debt commitment letter, dated April 20, 2022 from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties pursuant to which the Commitment Parties have committed to provide $13 billion in financing as follows: (a) a senior secured term loan facility in an aggregate principal amount of $6.5 billion, (b) a senior secured revolving facility in an aggregate committed amount of $500 million, (c) a senior secured bridge loan facility in an aggregate principal amount of up to $3 billion and (d) a senior unsecured bridge loan facility in an aggregate principal amount of up to $3 billion; a separate debt commitment letter, dated April 20, 2022 from Morgan Stanley Senior Funding, Inc. and certain other financial institutions party thereto as commitment parties pursuant to which the Margin Loan Commitment Parties have committed to provide $12.5 billion in margin loans, and an equity commitment letter, dated April 20, 2022, from Elon R. Musk pursuant to which Elon R. Musk has committed to provide equity financing for the transaction sufficient to pay all amounts payable in connection with the offer and the merger, net of the amounts to be funded pursuant to the Debt Commitment Letter and the Margin Loan Commitment Letter, which is currently expected to be approximately $21 billion. On May 4, 2022, Elon Musk received equity commitment letters providing for an aggregate of approximately $7.1 billion in new financing commitments in connection with the deal. As of May 4, 2022, the Equity Commitment Letter was amended to increase the financing commitments thereunder to $27.25 billion. In addition, margin loans to fund the transaction were reduced to an aggregate principal amount of $6.25 billion from $12.5 billion.

Upon termination of the merger agreement under specified limited circumstances, Twitter will be required to pay Elon R. Musk a termination fee of $1.0 billion. Upon termination of the merger agreement under other specified limited circumstances, Elon R. Musk will be required to pay Twitter a termination fee of $1.0 billion. The proposal would be conditioned upon the receipt of any required governmental approvals; confirmatory legal, business, regulatory, accounting and tax due diligence; the negotiation and execution of definitive agreements; approval of Twitter stockholders, the expiration or termination of the waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and clearance under the antitrust and foreign investment laws of the United States and certain non-United States jurisdictions and the completion of anticipated financing. If the transaction is completed, the common stock of Twitter would become eligible for termination of its registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended, and would be delisted from the New York Stock Exchange. The Twitter Board of Directors will carefully review the proposal to determine the course of action that it believes is in the best interest of Twitter and all Twitter stockholders. Saudi Prince Alwaleed bin Talal, a major Twitter investor rejected Musk's hostile offer. On April 15, 2022, Twitter adopted poison pill defense against Musk buyout bid. As of April 25, 2022, the Board of Directors of Twitter unanimously approved the deal. On June 3, 2022, the waiting period under the HSR Act for the acquisition of the social media firm has expired. The transaction is expected to close in 2022.

Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are serving as financial advisors to Twitter, and Katharine A. Martin, Martin W. Korman, Douglas K. Schnell, Remi P. Korenblit, Lisa L. Stimmell, John Aguirre, Brandon M. Gantus, Erik F. Franks, Michael A. Occhiolini, Dana J. Hall, John Mao, Andrew Ralston, Michael A. Rosati, Myra A. Sutanto Shen, John P. McGaraghan, Scott A. McKinney, Matt Staples, Amy L. Simmerman, Ryan J. Greecher, Scott A. Sher, Stephen R. Heifetz, Joshua F. Gruenspecht, Nicki Locker and Evan L. Seite of Wilson Sonsini Goodrich & Rosati, Professional Corporation and Alan M. Klein, Anthony Vernace, Katherine M. Krause, Christopher Brown, Jonathan Lindabury, Gregory T. Grogan, Patricia K. Adams, Kenneth B. Wallach, Sunny Cheong, Sara Y. Razi, Antonio Bavasso and Malcolm J. Tuesley of Simpson Thacher & Bartlett LLP are serving as legal counsel. Morgan Stanley is acting as lead financial advisor to Elon Musk. BofA Securities and Barclays are also acting as financial advisors to Elon Musk. Mike Ringler, Sonia K. Nijjar and Dohyun Kim of Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Elon Musk. Goldman Sachs & Co. LLC and J.P. Morgan are also serving as fairness opinion provider to Twitter. For services rendered in connection with the merger and the delivery of the opinion, Twitter has agreed to pay J.P. Morgan a fee of approximately $53 million, of which $5 million became payable upon delivery of the opinion and the remainder of which is contingent and payable only upon the closing of the merger. Michael Diz, Uri Herzberg, Peter Schuur, Jonathan Levitsky and Scott Selinger of Debevoise & Plimpton LLP is advising Qatar Investment Authority (QIA) in its $375 million co-investment to help finance Elon Musk's take private acquisition of Twitter. Innisfree M&A Inc. served as proxy solicitor and Computershare Trust Company, N.A. served as transfer agent to Twitter. William Savitt of Wachtell, Lipton, Rosen & Katz acted as legal advisor to Twitter.

Elon R. Musk cancelled the acquisition of remaining 90.4% stake in Twitter, Inc. (NYSE:TWTR) from Al waleed bin Talal, Kingdom Holding Company (SASE:4280), The Vanguard Group, Inc. and others on July 8, 2022. Musk is terminating the merger agreement because Twitter is in material breach of multiple provisions of that agreement, appears to have made false and misleading representations upon which Musk relied when entering into the merger agreement, and is likely to suffer a company Material Adverse Effect. On July 12, 2022, Twitter filed a lawsuit in the Delaware Court of Chancery to enforce the merger agreement. On July 13, 2022, Kathaleen McCormick, the chief judge of the Court of Chancery was assigned the Twitter lawsuit which seeks to force Musk to complete the transaction. On July 15, 2022, Kathaleen McCormick scheduled the first hearing for July 19, 2022 in Wilmington, when she will consider Twitter's request to expedite the case and conduct a four-day trial in September. On July 19, 2022, Twitter won the first legal battle in the merger when a Delaware judge sided with Twitter's proposal for an expedited trial to begin in October 2022. As on August 29, 2022, Elon Musk sent a formal letter notifying Twitter of the termination for additional bases separate and distinct from those bases set forth in the July 8, 2022 termination letter. Elon Musk delivered this additional termination notice in the event that the July 8, 2022 termination notice is determined to be invalid for any reason. on September 13, 2022, Twitter, Inc. announced that its stockholders have approved the previously announced merger agreement for Twitter to be acquired by Elon Musk. The shareholder approval satisfies the final condition precedent to the closing of the merger under the merger agreement (other than those conditions that by their nature are to be satisfied at closing). Twitter stands ready and willing to complete the merger with Musk immediately, and in any event, no later than on September 15, 2022, the second business day following the satisfaction of all conditions precedent, which is the timeline required by the merger agreement.