Twitter board says it plans to enforce Elon Musk merger agreement

Elon Musk in 2019. Photographer: Patrick T. Fallon/Bloomberg

Twitter Inc.’s board said it plans to enforce its $44 billion agreement to be bought by Elon Musk, saying the transaction is in the best interest of all shareholders.

“We intend to close the transaction and enforce the merger agreement,” the board said Tuesday in a statement to Bloomberg News. Directors voted earlier to unanimously recommended that shareholders approve Musk’s $54.20-a-share offer.

The proposed takeover includes a $1 billion breakup fee for each party, which Musk will have to pay if he ends the deal or fails to deliver the acquisition funding as promised. Musk might be released from that requirement if he can show a material change in the company’s situation or the information it has provided.

The board’s statement comes as Musk appears to be maneuvering to ditch or renegotiate his offer.

Musk said last week that the deal was “on hold” until he gets more information, specifically proof from Twitter that so-called spam bots make up less than 5% of its users.

On Monday Musk stoked speculation that he could seek to renegotiate the takeover, saying at a tech conference in Miami that a viable deal at a lower price wouldn’t be “out of the question.”

Twitter has said it’s committed to completing the sale. The shares, which had dropped for seven straight trading days, closed Tuesday up 2.5% to $38.32, still well below the offer price.