Following Elon Musk’s staggering $43 billion offer to buy Twitter, the company’s board adopted a “poison pill” defense to stop the entrepreneur from taking over the social media giant.
However, the strategy may not be enough to prevent Musk from succeeding in his takeover bid.
A “poison pill” effectively allows all shareholders, except those trying to buy out the company, to purchase newly offered shares at a discounted price.
If he wanted to take over the company, Musk would have to purchase the new shares at a higher price, which could end up being too much for him to afford.
The Washington Post reported:
As a result, Musk’s chances at a clean takeover of Twitter have been severely reduced.
He will now have to negotiate with the board, revise his offer or be prepared to pony up significantly more cash — something corporate governance experts said is highly unlikely.
There are other, more extreme options, such as waging a fight to unseat the board, but they would represent an even more complicated path for Musk.
Despite throwing a massive roadblock in his way, the adoption of the poison pill would not block Musk from being able to buy the company, it would only make it harder.
“A poison pill is a way to stave off someone until you can get a higher price,” explains Charles Elson, the founding director of the University of Delaware’s Weinberg Center for Corporate Governance.
“It makes it outrageously expensive for the person to buy it.
“It’s a doomsday machine, it’s the atomic bomb, everyone gets wiped out — that’s the key.”
As Slay News previously reported, there are three possible outcomes now, none of which are ideal for Twitter’s current board:
- Musk could win by successfully initiating a proxy contest to remove the directors and nix the poison pill
- Musk forces the company to find a “white knight,” or alternative buyer, potentially at a higher price, thus making his shares more valuable
- Musk walks away and leaves the company and the board facing a pile of lawsuits as shareholders blame them for hurting the value of their stock.
Musk now appears to have engaged his “Plan B” strategy after Twitter rejected his first offer.
The New York Post reported on Friday that Musk was speaking with other investors who may align with his vision for the company in an effort to get more financial backing so that he can take over the company.
Dallas Mavericks owner Mark Cuban suggested this week that Musk should team up with right-wing billionaire Peter Thiel to buy the company.
“Want to see the whole world lose their s***?” Cuban tweeted.
“Get Peter Thiel to partner with Elon and raise the bid for Twitter.”
Want to see the whole world lose their shit ? Get Peter Thiel to partner with Elon and raise the bid for Twitter
— Mark Cuban (@mcuban) April 14, 2022