He waived DD but the claim is that Twitter specifically inflated numbers to make itself appealing for an acquisition/merger, which would still be grounds for breaking the contract without Musk needing to give any money to Twitter or complete the purchase.
So... "We think it's 5% using these methods, but if those methods are wrong, then the actual number could be higher or lower." How does that lead to grounds for breaking the contract?
But yes, this is very unlikely to be proven since it'd also be fraud against every investor that has put money into TWTR within the past few years, opening the company up to a shareholder lawsuit even after it goes private.
The bottom line is the guy gets off on being an irreverent, flamboyant dipshit and this time it's biting him in the ass. And I for one am here for it. After the last few years I have run out of patience with assholes with money/power thinking they can do whatever they want in broad daylight. Christ, at least have the decency to be surreptitious about it.
And though it may well be expensive, it's not as if the $44 billion disappears: in fact it buys Twitter. And though he might regret it all in the end, he'll still have enormous wealth. (And Twitter.)
So... it does feel a bit like a pyrrhic victory to me.
Note that the loans were secured with TSLA stock as collateral, but even if those expire he'd be able to secure funding again if he was forced to proceed with the purchase by the Delaware Court of Chancery.
> Musk's equity commitment now stands at $33.5 billion
> May 26, 2022
> But in the latest filing, he’s completely removed this loan in the financing plan to acquire the social media company.
If he needs to sell thirty billion dollars worth of Tesla shares it is going to devalue the stock quite a bit. That's a full day volume of trading.
Like the parent comment said, bot count was tied with methodology.
So Musk can argue:
1) twitter is lying about the results of their methodology - highly unlikely
2) their methodlogy is flawed - which he should've brought up during discovery and asked to revaluate according to his requirements.
Either way, seems like he's screwed.
I'm not saying that the numbe is wildly wrong. I'm saying the disclaimer doesn't relieve you from the responsibilities.