Twitter Inc filed a 62-page lawsuit on Tuesday accusing the world's richest man, Elon Musk, of breaching an agreement to buy the social media platform for $44 billion.
Musk, the CEO of the giant "Tesla" company, tried to retract the acquisition of "Twitter", citing the number of fake accounts on the micro-blogging platform, accusing the company of not giving him enough information about the problem, and not transparently disclosing its numbers.
In the lawsuit, Twitter sought to prove that Musk's allegations against her were baseless, and to confirm that Musk had violated the agreement, describing his escape strategy as a "model of hypocrisy" and "a model of bad faith."
Twitter has identified some key points to show how Musk violated the terms of the agreement, and exonerated itself from the allegations of the Tesla CEO, according to what Al Arabiya Net reported.
spam
Contrary to Musk's claims that Twitter halted its efforts to obtain information about spam accounts, the company said in its lawsuit that it provided him with the data. When Musk requested the information, the company augmented it, giving him access to the massive influx of tweets.
But even as it did so, Twitter said in its lawsuit that Musk's demands for information had gradually become unreasonable.
According to the lawsuit, Twitter said: "From the beginning, Musk's requests were designed to try to scuttle the deal. Musk's increasingly outlandish requests do not reflect a true scrutiny of Twitter's operations, but a litigation-driven campaign to try and create a record of Twitter's lack of cooperation."
No physical evidence
Musk argued that Twitter's public disclosures that about 5% of its users are materially misleading bots, which could constitute a "material adverse effect" under the terms of the deal, as Musk's contract with Twitter requires that regulatory disclosures since January be accurate.
But Twitter noted that regulatory filings cautioned that the numbers were estimates. Twitter CEO Paraj Agrawal also explained how the company detects and combats spam software. Twitter also said the presence of bots was part of the reason why Musk wanted to buy Twitter.
The stability of the company's operations
While Musk said another reason he wanted to pull out of the deal was that Twitter had not run its business as he had expected at the closing of the acquisition.
Musk added, among other things, that Twitter slowed the hiring process and gave him no warning before it recently fired two executives, which he said were in violation of the terms of the deal.
But Twitter responded in its lawsuit that its slowdown in hiring is consistent with what Musk has told the company he wants. The company added that it had informed Musk's lawyers of its decision to fire the executives and that the lawyers "have not raised any objections." The lawsuit did not say when Musk's lawyers were notified of those decisions.
financing insurance
Under the terms of the agreement, Musk must make his "best reasonable efforts" to close the deal, including securing debt financing for the $44 billion deal.
But Twitter said in its lawsuit that Musk appeared to abandon efforts to complete his debt financing, in violation of the agreement. Moreover, the company said he disappeared when Twitter executives, including Ned Segal, the company's chief financial officer, reached out to him to discuss numbers related to the spam accounts that Musk had expressed concern about.
Musk also appears to be getting rid of executives who were working to help him close the deal, such as Bob Swan, the former chief executive of Intel, according to the lawsuit. On June 23, Musk told Twitter that he had "asked Swan to "leave the transaction proceedings because we are not on the same wavelength," the lawsuit states.
Underestimating the company
The deal also stipulated that Musk could not disparage Twitter or its employees in tweets. However, he did so multiple times, Twitter argued, in violation of the agreement.
The lawsuit included screenshots of a number of Musk's tweets, including one that said a Twitter lawyer told him he had violated a nondisclosure agreement. In another message, Musk used a vulgar emoji in response to a tweet from Agrawal. In addition, Twitter cited Musk's comments, both on Twitter and in conferences, that publicly questioned the validity of Twitter's disclosure of spam accounts.