Twitter has accused Elon Musk of “looking for an excuse” to get out of a deal to buy the company because the stock market decline meant it was no longer favourable for him.
The social media platform has sued Mr Musk to force the completion of the 44 billion dollar (£36.2 billion) takeover after the Tesla and SpaceX boss said he was backing out.
Mr Musk’s counter-claims against Twitter have not yet been made public, but a published court filing from the social media site directly responds to several of Mr Musk’s claims – including him accusing Twitter of fraud and hiding the true number of fake or bot accounts on the platform in order to push through the deal.
But in the new court filing, Twitter calls Mr Musk’s accusations “factually inaccurate, legally insufficient, and commercially irrelevant”.
Twitter labels the billionaire’s claim that Twitter had hidden or misrepresented the number of bot accounts on the platform “a story” that had been “imagined in an effort to escape a merger agreement that Musk no longer found attractive once the stock market — and along with it, his massive personal wealth — declined in value”.
The company has previously published a rough estimation that around 5% of the accounts on the site are bots, a figure that Mr Musk has latched onto and disputed during the takeover saga – leading to the current legal stand-off.
During the takeover, Twitter has given Mr Musk and his lawyers access to company data to allow them to complete their own analysis, but Mr Musk’s team has argued the data has failed to give them a clear picture.
In response, Twitter has said Mr Musk’s argument is “incoherent”.
“Musk invents representations Twitter never made and then tries to wield, selectively, the extensive confidential data Twitter provided him to conjure a breach of those purported representations,” Twitter says in its filing.
“Yet Musk simultaneously and incoherently asserts that Twitter breached the merger agreement by stonewalling his information requests.”
The court documents reveal that in his counter-claim, Mr Musk and his lawyers suggest their own analysis of data Twitter provided to them has found that, in fact, around 10% of the accounts on Twitter could be categorised as bots – and therefore Twitter had misrepresented its position.
However, Twitter has also hit back at the claim, arguing that Mr Musk’s team used a “generic web tool” to carry out this analysis, one it says has previously identified even Mr Musk’s own account as a bot.
“That claim is untenable on its face because Musk is not measuring the same thing as Twitter or even using the same data as Twitter,” the company says.
“The result is a distortion that Musk is hoping will nonetheless make waves.”
Twitter adds Mr Musk’s aggressive approach to the takeover deal meant he “forwent” any due diligence.
“The counter-claims fail to justify Musk’s plan to dishonour the merger agreement,” Twitter says.
“Musk claims that he has the right to walk away from the deal if Twitter was ‘miscounting’ the number of false or spam accounts on its platform. That is incorrect — as the facts and terms of the merger agreement show.
“When Musk offered to buy Twitter, he did not ask for — and Twitter did not make — any representations regarding the number of false or spam accounts. The merger agreement does not contain a single reference to false or spam accounts.
“Nor did Musk ask Twitter for any information to ‘verify’ the number of false or spam accounts before he entered into the merger agreement. To the contrary, Musk forwent all due diligence — giving Twitter 24 hours to accept his take-it-or-leave-it offer before he would present it directly to Twitter’s stockholders.”
The case is currently due to go to a trial in October.
About the Author: Jonathan Thomas
