Elon Musk and Twitter at Odds Over Phrases of Settlement to Shut Deal

Representatives of Elon Musk and

Twitter Inc.

TWTR -1.35%

are nonetheless grappling with phrases of an settlement that will allow his buy of the social-media firm to proceed, persevering with a monthslong drama surrounding the destiny of the blockbuster deal.

The discussions are the most recent the 2 sides have held as a courtroom conflict attracts nearer. They quietly held unsuccessful talks a couple of attainable lower to the value of $44 billion for the social-media platform earlier than Mr. Musk reversed course Monday and mentioned he would return to the authentic settlement’s phrases, folks accustomed to the matter mentioned.

As of late Wednesday, representatives of Mr. Musk and Twitter had been attempting to hash out the small print of his proposal this week to stay to that authentic settlement, the folks accustomed to the matter mentioned. Sticking factors embrace what can be required from each side for litigation over the stalled deal to be dropped and whether or not the deal’s closing can be contingent on Mr. Musk’s receiving the mandatory debt financing, a number of the folks mentioned.

Elon Musk caught Twitter off guard by sending its legal professionals a two-sentence letter proposing to maneuver ahead on the unique phrases.


Jae C. Hong/Related Press

There was initially hope a deal could possibly be reached Tuesday or Wednesday, averting a trial scheduled to start out Oct. 17, the folks mentioned. The 2 sides have agreed to delay Mr. Musk’s deposition, which was scheduled to start Thursday in Texas, a number of the folks mentioned, to proceed efforts to succeed in settlement on easy methods to transfer ahead.

The casual discussions a couple of lower within the $44 billion buy worth occurred in a sequence of convention calls in current weeks between legal professionals and ended after the 2 sides didn’t agree on phrases of a possible deal, the folks mentioned.

The worth-cut talks had damaged off earlier than Mr. Musk caught Twitter off guard by sending its legal professionals a two-sentence letter proposing to maneuver ahead on the unique phrases.

Mr. Musk’s obvious change of coronary heart Monday shocked many observers. The

Tesla Inc.

chief government had spent the previous a number of months attempting to again out of the deal after alleging that Twitter had misled him about key parts of its enterprise, together with the quantity of spam on its platform.

In July, Mr. Musk formally moved to stroll away from the deal, prompting Twitter to sue him to observe via with the transaction on the agreed-upon phrases. Mr. Musk countersued, alleging that Twitter had misrepresented the situation of its enterprise and key metrics concerning the customers on its platform, which Twitter has denied.

For now, the Delaware Chancery Court docket decide presiding over the authorized battle is urgent forward with trial preparations.

Chancellor Kathaleen McCormick ordered Mr. Musk’s workforce Wednesday to seek for any extra attainable digital messages requested by Twitter as the 2 sides put together for a five-day, nonjury trial in Wilmington, Del. She mentioned neither social gathering had moved to cease the litigation.

“The events haven’t filed a stipulation to remain this motion, nor has any social gathering moved for a keep,” the decide wrote Wednesday. “I, due to this fact, proceed to press on towards our trial set to start on October 17.”

The Musk workforce has been aggressive in pushing for broad data from Twitter, together with a spread of worker communications and information associated to spam and pretend accounts. These requests at instances prompted frustration from Chancellor McCormick. She granted some requests however denied others, and as soon as referred to as Mr. Musk’s information requests absurdly broad.

Authorized consultants have maintained from the start that Twitter appeared to have the stronger case, partly as a result of Mr. Musk waived due diligence earlier than agreeing to the deal and the merger settlement gave Twitter the fitting to sue him to observe via with it underneath an idea referred to as “particular efficiency.”

Nonetheless, even a small danger of Mr. Musk’s prevailing in a trial could possibly be an excessive amount of for a corporation the dimensions of Twitter to bear. For that reason, nearly all of damaged deal instances finish in negotiated settlements, usually with a small worth lower. Such was the case with litigation between LVMH Moët Hennessy Louis Vuitton SE and Tiffany & Co. in 2020. These events agreed to a virtually 3% worth lower to avert a trial.

Whereas Twitter’s inventory worth has held up due to Mr. Musk’s potential acquisition, its efficiency has declined. The corporate reported a drop in income within the second quarter that it blamed on weak spot within the promoting business and uncertainty associated to Mr. Musk’s acquisition.

Mr. Musk has given few particular particulars about his plans for Twitter, however he has mentioned he desires to rework Twitter as a personal firm and unlock what he referred to as its extraordinary potential as a platform without spending a dime speech.

Write to Cara Lombardo at cara.lombardo@wsj.com and Alexa Corse at alexa.corse@wsj.com

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