Elon Musk said he believes Twitter is breaching their merger agreement by complying with his request for providing information about spam and fake accounts.
Musk said in an amended securities filing on Monday that Twitter is “actively resisting and thwarting his information rights” by refusing to provide data necessary to facilitate his own evaluation of the number of spam and fake accounts.
“Twitter’s latest offer to simply provide additional details regarding the company’s own testing methodologies, whether through written materials or verbal explanations, is tantamount to refusing Mr. Musk’s data requests,” according to the filing.
“Twitter’s effort to characterize it otherwise is merely an attempt to obfuscate and confuse the issue. Mr. Musk has made it clear that he does not believe the company’s lax testing methodologies are adequate so he must conduct his own analysis. The data he has requested is necessary to do so.”
Twitter announced Friday the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), for Elon Musk’s $44-billion acquisition of the company has expired.
Elon Musk originally made an offer to buy Twitter for $54.20 per share. In mid-May, Musk said in a tweet that his bid to acquired the social media company can’t move forward until the company proves spam/fake accounts make up fewer than 5% of its users.
“Based on Twitter’s behavior to date, and the company’s latest correspondence in particular, Mr. Musk believes the company is actively resisting and thwarting his information rights (and the company’s corresponding obligations) under the merger agreement. This is a clear material breach of Twitter’s obligations under the merger agreement and Mr. Musk reserves all rights resulting therefrom, including his right not to consummate the transaction and his right to terminate the merger agreement,” the filling said.