Twitter board launches 'poison pill' to fight Musk takeover

The social media company made a move on Friday to shield itself from a $43bn takeover bid by the billionaire businessman

Elon Musk's twitter account on a smartphone. The billionaire Tesla boss offered to buy 100 per cent of Twitter for roughly $43 billion on April 14. Reuters

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In an opinion poll floated on Twitter by billionaire Elon Musk, 83.5 per cent of those who voted said the decision to take the microblogging platform private should rest with the shareholders of the company and not the board. The other 16.5 per cent were in favour of the board making the final call.

The poll garnered more than 2,859,000 votes.

Mr Musk, founder and chief executive of electric vehicle maker Tesla and rocket company SpaceX, took to Twitter early on Friday and posted a poll: “Taking Twitter private at $54.20 should be up to shareholders, not the board,” with two options, ‘Yes’ or ‘No’.

On Thursday, Mr Musk offered to buy 100 per cent of Twitter for roughly $43 billion, proposing an offer price of $54.20 a share, in a filing to the Securities and Exchange Commission.

Later on Friday, Twitter made a move to shield itself from a takeover bid by Mr Musk. The company's board adopted a limited-duration shareholder rights plan, which would enable its shareholders to buy additional stock.

Under the plan, also known as a 'poison pill' strategy to resist a bid from a potential acquirer, "the rights will become exercisable if an entity, person or group acquires beneficial ownership of 15 per cent or more of Twitter's outstanding common stock in a transaction not approved by the board", Twitter said in a statement.

The plan, which will expire in a year, "does not prevent the board from engaging with parties or accepting an acquisition proposal if the board believes that it is in the best interests of Twitter and its shareholders".

Saudi Arabian billionaire Prince Alwaleed bin Talal, who owns a stake in Twitter through his Kingdom Holding Company, rejected Mr Musk’s Thursday offer, saying the proposed offer did not “come close to the intrinsic value of Twitter given its growth prospects”.

“Being one of the largest and long-term shareholders of Twitter, Kingdom Holding Company and I reject this offer,” Prince Alwaleed said on Twitter.

Kingdom Holding originally invested $300 million in Twitter for about 3 per cent in December 2011. In October 2015, Prince Alwaleed and his company raised their ownership in Twitter to about 5.2 per cent, bringing the market value of their ownership to more than 3.75 billion riyals ($1bn).

Mr Musk’s offer price of $54.20 per share represents a 38 per cent premium on the closing price of Twitter’s stock on April 1, the last trading day before his investment of 9.2 per cent in the company was publicly announced.

Twitter’s stock fell 1.7 per cent on Thursday to $45.08, well below his $54.20 proposal.

“Twitter needs to be transformed as a private company,” Mr Musk said in the SEC filing. “My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder.”

As Twitter’s single largest shareholder after his acquisition of about 73.5 million shares valued at about $3bn, Mr Musk was offered a seat on its board, but he declined the offer this week.

Mr Musk topped the Forbes 2022 World Billionaires List for the first time last week with a net worth of $219bn. In contrast, the Bloomberg Billionaires Index named Mr Musk the world’s richest person at the end of 2021 with a personal fortune of $273.5bn.

The billionaire added $68bn to his net worth over the past year after a 33 per cent jump in the share price of his electric vehicle maker, Tesla, Forbes said.

With more than 80 million followers on Twitter, Mr Musk has long been one of the site’s most prominent users and also one of its most outspoken critics.