Item 8.01 Other Events
As previously disclosed, on July 8, 2022, Twitter, Inc. ("Twitter") received a
notice of purported termination of the Agreement and Plan of Merger (the "Merger
Agreement") by and among X Holdings I, Inc. ("Parent"), X Holdings II, Inc., a
wholly owned subsidiary of Parent ("Acquisition Sub"), and, solely for the
purpose of certain provisions of the Merger Agreement, Elon R. Musk. The Merger
Agreement provides that, subject to the terms and conditions set forth in the
Merger Agreement, Acquisition Sub will merge with and into Twitter (the
"Merger"), with Twitter surviving the Merger and becoming a wholly owned
subsidiary of Parent. Parent is wholly owned by Mr. Musk.
On July 12, 2022, Twitter filed a complaint in the Delaware Court of Chancery
against Mr. Musk, Parent and Acquisition Sub seeking a grant of specific
performance ordering Mr. Musk, Parent and Acquisition Sub to specifically
perform their obligations under the Merger Agreement and consummate the closing
in accordance with the terms of the Merger Agreement. A copy of the complaint is
attached as Exhibit 99.1 and is incorporated by reference.
Clearance Notice Under the United Kingdom's National Security and Investment Act
2021
Additionally, on June 7, 2022, Parent's legal representative submitted a
mandatory notification regarding the Merger to the Investment Security Unit (the
"ISU") within the United Kingdom's Department for Business, Energy & Industrial
Strategy pursuant to the United Kingdom's National Security and Investment Act
2021 (the "NSI Act"). On June 9, 2022, the ISU notified Parent's legal
representative that it had accepted the mandatory notification for review. On
July 13, 2022, the ISU notified Parent's legal representative and Twitter UK
Limited that the Secretary of State had determined that he will be taking no
further action in relation to the Merger under the NSI Act.
As of July 13, 2022, stockholder approval of the Merger Agreement is the only
remaining approval or regulatory condition to consummating the closing of the
Merger under the Merger Agreement.
Additional Information and Where to Find It
On May 17, 2022, Twitter Inc. ("Twitter") filed a preliminary proxy statement in
connection with its Special Meeting of Stockholders (the "Special Meeting")
related to the pending acquisition of Twitter (the "Transaction"). Prior to the
Special Meeting, Twitter will furnish a definitive proxy statement to its
stockholders, together with a proxy card. STOCKHOLDERS ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND
ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Detailed information regarding the names,
affiliations and interests of individuals who are participants in the
solicitation of proxies of Twitter's stockholders is available in Twitter's
preliminary proxy statement.
Stockholders may obtain, free of charge, Twitter's proxy statement (in both
preliminary and definitive form), any amendments or supplements thereto, and any
other relevant documents filed by Twitter with the U.S. Securities and Exchange
Commission (the "SEC") in connection with the Special Meeting at the SEC's
website (http://www.sec.gov). Copies of Twitter's definitive proxy statement,
any amendments or supplements thereto, and any other relevant documents filed by
Twitter with the SEC in connection with the Special Meeting will also be
available, free of charge, at Twitter's investor relations website
(https://investor.twitterinc.com) or by writing to Twitter, Inc., Attention:
Investor Relations, 1355 Market Street, Suite 900, San Francisco, California
94103.
Forward-Looking Statements
This communication contains forward-looking statements that involve risks and
uncertainties, including statements regarding: the Transaction, including the
expected timing of the closing of the Transaction; considerations taken into
account by Twitter's Board of Directors in approving the Transaction; and
expectations for Twitter following the closing of the Transaction. If any of
these risks or uncertainties materialize, or if any of Twitter's assumptions
prove incorrect, Twitter's actual results could differ materially from the
results expressed or implied by these forward-looking statements. Additional
risks and uncertainties include those associated with: the possibility that the
conditions to the closing of the Transaction are not satisfied, including the
risk that required approvals from Twitter's stockholders for the Transaction or
required regulatory approvals to consummate the Transaction are not obtained;
potential litigation relating to the Transaction; uncertainties as to the timing
of the consummation of the Transaction; the ability of each party to consummate
the Transaction; possible disruption related to the Transaction to Twitter's
current plans and operations, including through the loss of customers and
employees; and other risks and uncertainties detailed in the periodic reports
that Twitter files with the SEC, including Twitter's Annual Report on Form 10-K
filed with the SEC on February 16, 2022 and Quarterly Report on Form 10-Q filed
with the SEC on May 2, 2022, which may be obtained on
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the investor relations section of Twitter's website
(https://investor.twitterinc.com). All forward-looking statements in this
communication are based on information available to Twitter as of the date of
this communication, and Twitter does not assume any obligation to update the
forward-looking statements provided to reflect events that occur or
circumstances that exist after the date on which they were made, except as
required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1 Complaint in Twitter, Inc. v. Elon R. Musk et. al., C.A. No.
2022-0613-KSJM (Del. Ch.).
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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TWITTER, INC. 
