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Florida Republican Governor Ron DeSantis announced Tuesday that his state’s authorities will seek to “hold accountable” Twitter’s board of directors for “breaching their fiduciary duties” if it were to reject Elon Musk’s full takeover offer without consulting shareholders.
“Elon Musk offered to buy Twitter for a 20% premium because he saw what they were doing,” DeSantis said Tuesday at a press conference. “They were censoring accounts like The Babylon Bee, which is a satirical site, and they don’t like it because it’s satire, but short, and they also don’t like it when people are that effective. And then [Musk] saw how it’s really been used to control the narrative, not to give people the ability to say what they think.”
The governor said that, although Twitter advertises itself as a platform “dedicated to the free expression of ideas,” its operators muted a New York Post article about Hunter Biden’s “infamous” laptop and blocked the Post’s account as punishment for the publication, which was quickly branded “Russian disinformation” by the liberal media.
“What Musk is trying to do is basically free [Twitter] from being an agent of censorship to become a real open platform as advertised, so they made a 20% premium and the board effectively turned it down by doing a ‘poison pill,'” DeSantis continued. “And the question is, why would you turn down the 20 percent premium?”
The Republican suggested that Twitter would not reject the offer because of financial matters or economic expediency, but because they “couldn’t control” Elon Musk: “They know he won’t accept their narrative and that their little Twitter toy would not be used to enforce orthodoxy and basically prop up the regime and this failed media, so they did it.”
DeSantis went on to report that, having invested in Twitter from the pension fund, the state of Florida is a shareholder in the platform and will “look for ways” to hold the board accountable for breaching its fiduciary duties to unitholders for not taking them into account in rejecting Musk’s offer.
The “hostile takeover” of Twitter by Elon Musk
After buying nearly 9% of the shares and becoming one of Twitter’s majority partners, Elon Musk turned down a board seat and offered to acquire the entire platform at a price of $54.20 per share, valuing the company at approximately $43 billion.
However, the company did not immediately accept Musk’s offer and opted for a poison pill, a defense tactic used by a company to prevent or discourage hostile takeover attempts by a buyer.
Twitter’s poison pill consisted of approving a shareholder rights plan that would allow shareholders to purchase shares at a discount in the event that an entity or individual, in this case Elon Musk, acquires more than 15% of the company’s shares without board approval.
According to Musk’s considerations on Twitter, the platform would breach its fiduciary duties if its poison pill proved “contrary to the interests of shareholders,” which would lead them to assume liabilities “on a titanic scale.”
In a conversation with TED director Chris Anderson, Musk said that his intention to buy Twitter does not hide economic interests, and suggested that he has a “plan B” if the company rejects his offer.
According to an article in The Verge, Twitter CEO Parag Agrawal said the company is still evaluating Musk’s offer and warned its employees that they should prepare for a “rigorous process,” but that any decision will be made “in the best interest of shareholders.”