The saga is over. Elon Musk has finally bought Twitter after months of to-and-fro marked by legal rows, U-turns and, inevitably, Twitter spats.
There will be more drama to come, by virtue of the platform’s centrality to news and politics as well as the unpredictable personality of its new owner. But the months leading up to the deal have been compelling corporate entertainment for bystanders. Here is a timeline of what happened.
4 April – Elon Musk becomes the biggest shareholder in Twitter as the billionaire reveals that he has accumulated a 9.2% stake, worth nearly $3bn at the time, prompting market speculation that a takeover bid could be in the offing. The Tesla CEO is a prolific user of the platform and had more than 80 million followers in early April (it is now more than 100 million).
5 April – Twitter announces it is appointing Musk to its board. Parag Agrawal, Twitter’s chief executive, says he is “excited” by the move, adding that Musk is both a “passionate believer and intense critic” of the platform. It’s the latter that will come to the fore in the following months.
11 April – In the first sign that the Elon Musk/Twitter alliance will not be an easy one, Agrawal reveals that Musk will not be joining the board after all, without giving a reason why. It’s the first big U-turn in a story that will contain a few of them.
14 April – Musk announces an offer to buy Twitter at $54.20 per share, valuing the company at more than $40bn, saying he wants to release its “extraordinary potential” to boost free speech and democracy across the world.
15 April – In an indication of deep mutual distrust that never entirely goes away, Twitter adopts a “poison pill” defence against Musk’s bid, designed to stop an unwanted suitor from accumulating a significant stake.
25 April – After whirlwind talks, and minimal due diligence (which will later turn out to become a significant problem for Musk) a deal is reached for the entrepreneur to buy Twitter for $54.20 per share, or $44bn. In a statement posted to Twitter, Musk says: “Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated.”
5 May – Musk goes through his contact list and secures more than $7bn in external funding for the deal. Contributors include: Saudi Arabian investor Prince Alwaleed bin Talal; Oracle founder Larry Ellison; Binance, the cryptocurrency exchange; and Qatar Holding, part of the gulf state’s investment fund.
10 May – Musk says he will reverse Twitter’s ban on Donald Trump, who was removed from the platform in January 2021 in the wake of the Capitol riots. “I think it was a morally bad decision and foolish in the extreme,” says Musk, referring to the ban.
13 May – Musk starts to get cold feet about the deal and announces that it is “temporarily on hold” while he awaits details supporting Twitter’s assertion that fewer than 5% of its users were spam or fake accounts. Musk says he remains committed to the acquisition.
16 May – In an incident that is symbolic of Musk’s behaviour during the deal, the Tesla boss replies to a thread on spam accounts by Twitter’s CEO, Parag Agrawal, with a poo emoji. (Unsurprisingly, the emoji will turn up in Twitter’s filings against Musk a few months later.)
💩
— Elon Musk (@elonmusk) May 16, 2022
17 May – The Tesla CEO’s stance hardens, as he states that the deal “cannot move forward” until his concerns about the counting of spam accounts are resolved.
6 June – Lawyers representing Musk accuse Twitter of committing a “material breach” of his agreement to buy the company by failing to hand over sufficient information about the number of spam users. Arguments like this, which pick over the merger agreement signed by Musk, will form the rationale of the billionaire’s formal attempt to quit the deal the following month.
16 June – Twitter’s prospective owner meets directly with employees at the company for the first time since agreeing the takeover, focusing on “freedom of speech” in an online address. Musk also warns that costs at the company exceed revenue, describing it as “not a great situation”. But he does not directly answer questions about a potential restructuring.
8 July – Musk announces he is terminating the deal, claiming that Twitter is “in material breach of multiple provisions” of the merger agreement. Twitter, backed by an agreement that does not appear to contain much wiggle room for walking away, says it will take legal action to make Musk buy the company.
12 July – Twitter lodges a lawsuit in Delaware, where the company is incorporated, demanding that Musk closes the deal on the agreed terms. Some of the language is punchy, describing Musk’s behaviour as a “model of bad faith”.
22 July – Twitter announces a drop in revenue in its quarterly results – down 1% to $1.2bn in the three months from April to 30 June. It blames the decline on uncertainty generated by the takeover saga and a weak advertising market.
29 July – Musk countersues Twitter, accusing the company of deliberately miscounting the number of spam accounts on its platform as part of a “scheme” to mislead investors. Twitter’s own lawsuit against Musk is dismissed as “gaudy rhetoric”, as both sides kept up the corporate cat-calling. Twitter describes the suit as a “a story, imagined in an effort to escape a merger agreement that Musk no longer found attractive”.
30 August – Musk adds accusations from a Twitter whistleblower, Peiter “Mudge” Zatko, to his countersuit. Zatko, a former head of security at Twitter, has accused the company of serial failings in its information security set-up. However, legal experts say Zatko’s allegations are probably not enough to tip the legal balance in Musk’s favour. Twitter remains the favourite to win the day in Delaware.
7 September – Musk fails in an attempt to delay the Delaware trial as a judge rules that the case will go ahead from 17 October. “I am convinced that even four weeks’ delay would risk further harm to Twitter,” writes Kathaleen McCormick, of Delaware’s court of chancery.
29 September – A Delaware court, as part of the forthcoming trial process, releases text messages between Musk and his closest confidants as he moved to buy Twitter. The messages are revealing. For instance, the podcaster Joe Rogan asked Musk in April whether he would “liberate Twitter from the censorship happy mob”. Musk replied: “I will provide advice, which they may or may not choose to follow.”
4 October – In a surprise move, Musk offers to buy Twitter after all, on the terms agreed in April. One legal expert said the decision appeared to show that the Tesla CEO was “finally listening to his lawyers”. It was always the case that Musk was going to struggle to win in Delaware. The announcement comes two days before the billionaire was due to be interviewed under oath by Twitter’s lawyers as part of preparations for the trial.
5 October – The Delaware judge Kathaleen McCormick declines to postpone the trial, saying no one has asked for hold-up in proceedings yet.
6 October – Another exchange of mutual contempt between Musk and Twitter, this time via Judge McCormick’s office. Musk asks for a postponement of the trial, with his lawyers saying Twitter “will not take yes for an answer”. Twitter says Musk was effectively saying “Trust us … we mean it this time” and demands the trial goes ahead on 17 October. Judge McCormick sided with Musk, giving both sides until 5pm on 28 October to complete the deal.
13 October – A court filing from the social media company is made public that says Musk is under a federal investigation related to the Twitter takeover. The filing does not say what the focus of the investigation is, or which federal authorities are investigating.
20 October – The Washington Post reports that Musk told prospective investors that he plans to axe nearly 75% of Twitter’s 7,500 employees if he takes over the company.
26 October – Musk visits the Twitter headquarters in San Francisco, carrying a sink. The Tesla CEO reportedly tells Twitter employees he doesn’t plan to lay off as many as 75% of the company’s staff.
27 October – Sources familiar with the matter say Musk has completed the deal. Several of Twitter’s top executives, including the chief executive, Parag Agrawal, reportedly depart.
28 October – Twitter confirms the deal in a filing to the US financial regulator. The filing says the deal closed the previous day.
