Twitter Board accept a deal with Elon Musk.

Twitter Board, Inc. (NYSE: TWTR) today announced that it had signed a definitive agreement to be purchased by an entity controlled by Elon Musk, for $54.20 per share in cash, in the amount of $44 billion. After completing the acquisition, Twitter will become a privately owned company.

In the conditions of the agreement, Twitter stockholders will be given $54.20 in cash for every share in Twitter Board common stock they own following the closing of the Transaction. The purchase price is a 38% increase over Twitter’s closing stock price in April 2022, which was when Twitter closed its trading day before Musk’s disclosure. Musk disclosed his approximately 9 percent ownership stake of Twitter.

Bret Taylor, Twitter’s Independent Board Chair, said, “The Twitter Board conducted an extensive and thoughtful procedure to evaluate Elon’s proposition with a clear emphasis on value, certainty and financing. The deal is expected to generate an enormous cash benefit which we believe is the best option for the stockholders of Twitter.”

Parag Agrawal, Twitter’s chief executive, stated, “Twitter is a platform with a mission and significance that affects all worlds. We are proud of our teams and inspired by our work, and that’s never been more vital.”

“Free expression is the foundation of a democratic system, as well. Twitter is the town square where crucial issues to humanity’s future are discussed,” said Mr. Musk. “I would also like to create Twitter more efficient than ever before by adding new options and making its algorithms available to the public to improve confidence, eliminating bots that spam the site, and authenticating every human. Twitter Board has a lot of potential, and I am looking to cooperate with Twitter and its group of people to realize its potential.”

Transaction Terms and Financing

The Transaction was unanimously approved by the Twitter Board of Directors and is expected to close by 2022, subject to the approval of Twitter shareholders, receiving regulatory approvals as required and the fulfilment of any other closing conditions that are standard for closing.

Mr. Musk has secured $25.5 billion of fully committed debt and margin loan financing. He has provided an approximate $21.0 billion commitment to equity. There aren’t any financing requirements for the conclusion of the deal.

For more information on the conditions and terms of the definitive Transaction, visit Twitter’s Current Report on Form 8-K, which will be filed as part of the Transaction.

First Quarter 2022 Earnings Results

Twitter Board plans to release its first-quarter results for 2022 before the market opens on April 28 2022. In light of the proposed deal made public on the eve of today’s announcement, Twitter will not hold the conference call.

Advisors

Goldman Sachs & Co. LLC, J.P. Morgan, and Allen & Co. are acting as financial advisors for Twitter, and Wilson Sonsini Goodrich & Rosati, Professional Corporation, and Simpson Thacher & Bartlett LLP act as counsel for the legal. Morgan Stanley is acting as the principal financial advisor for Musk. Musk. BofA Securities and Barclays are providing financial advice. Skadden, Arps, Slate, Meagher & Flom LLP is acting in the capacity of legal counsel.

Information About Twitter, Inc.

Twitter is the place to be for what’s happening in the world and is what everybody’s discussing. To find out more, visit about.twitter.com and follow Twitter on Twitter @Twitter. Let’s talk.

More Information and Where To Find It

Twitter Directors, the company, and certain executives are involved in soliciting proxies by shareholders in connection with the acquisition that is pending by Twitter (the “Transaction”). Twitter plans to submit a proxy statement (the “Transaction Proxy Statement”) to the Securities and Exchange Commission (the “SEC”) in connection to the solicitation of proxy votes for approval of the Transaction. Further details about the participants, including direct or indirect interest in security holdings or other means of the case, will be contained within the Transaction Proxy Statement and other pertinent documents submitted to the SEC for the Transaction. Information related to the Transaction is also available within Twitter’s definitive proxy for the 2022 Annual Meeting Stockholders (the “2022 Proxy Statement”) filed with the SEC on April 12 2022. If the holdings in Twitter’s shares have changed from the figures listed in the Proxy Statement, these changes are to be recorded on Statements of Changes in Ownership on Form 4 submitted to the SEC. After filing the final Transaction Proxy Statement to the SEC, Twitter will mail the last Transaction Proxy Statement along with a WHITE proxy card to every stockholder who has the right to attend the special gathering to vote on the Transaction. STOCKHOLDERS MUST READ the Transaction Proxy Statement (INCLUDING any amendments or supplements) and any other relevant DOCUMENTS that Twitter files with the SEC when they are made available because they contain important information. Stockholders may obtain the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements to it, and any other relevant documents filed by Twitter with the SEC in connection with the Transaction at the SEC’s website (http://www.sec.gov). Copies of Twitter’s definitive Transaction Proxy Statement, any amendments or supplements to it, and any other relevant documents filed by Twitter with the SEC in connection with the Transaction will also be available, free of charge, at Twitter’s investor relations website (https://investor.twitterinc.com) or by writing to Twitter, Inc., Attention: Investor Relations, 1355 Market Street, Suite 900, San Francisco, California 94103.

Forward-Looking Statements

The information contained in this communication is forward-looking information with risks and uncertainties, such as statements about the Transaction and the anticipated date of closing the Transaction and the considerations considered by the Twitter Board of Directors in approving the Transaction and the expectations of Twitter after the completion of the Transaction. If any of the risks or uncertainties are realized or if Twitter’s assumptions prove to be incorrect, The actual results of Twitter may be different from those provided or implied by the forward-looking information. Additional risks and uncertainties include those associated with:

• The possibility that the conditions to the closing of the Transaction are not satisfied, including the risk that required approvals from Twitter’s stockholders for the Transaction or required regulatory approvals to consummate the Transaction, are not obtained.
• Potential litigation relating to the Transaction.
• Uncertainties as to the timing of the consummation of the Transaction.
• The ability of each party to consummate the Transaction.
• Possible disruption related to the Transaction to Twitter’s current plans and operations, including losing customers and employees.
• Other risks and uncertainties are detailed in the periodic reports that Twitter files with the SEC, including Twitter’s Annual Report on Form 10-K, filed with the SEC on February 16, 2022, which may be obtained on the investor relations section of Twitter’s website.

The forward-looking statements contained in this announcement are based upon information available to Twitter at the time of this communication. Twitter Board does not undertake any obligation to revise the forward-looking statements made to reflect changes in events or events following the date these statements were made other than the law requires it to do so.

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