Twitter shareholders on Tuesday will vote to approve or reject Elon Musk's $44 billion takeover offer, while Twitter whistleblower Peiter "Mudge" Zatko will testify in front of the U.S. Senate Judiciary Committee.
Between the lines: The two events aren't officially related, but there is a through line with Musk hoping that Zatko will become his Get Out Of Deal Free card.
The vote: Twitter needs a simple majority of shareholders to affirmatively support the merger.
- Approval is a foregone conclusion at $54.20 per share, a 30% premium to where shares currently trade and a 38% premium to where they were prior to the deal announcement.
- One wrinkle, though, is that Musk is Twitter's largest outside owner with a 9.6% stake, and almost certainly will hold back his shares. It will interesting to see if Musk has managed to induce any other large shareholders, like Saudi billionaire Alwaleed bin Talal Al Saud (3.9%) or former Twitter CEO Jack Dorsey (2.4%).
The testimony: Zatko takes his seat at 10 a.m., with most of the focus likely to be on national security and Zatko's claim that Twitter violated its 2011 settlement with the Federal Trade Commission and Department of Justice (expect those agencies to be paying close attention).
- It's also possible that some senators will do Musk a favor by soliciting information on bots, Zatko's severance package or some other subject that he otherwise might have difficulty obtaining. Recall that Musk is allowed to include Zatko's allegations in an amended complaint, but he's limited when it comes to new information gathering.
- Per last week's court ruling: "Defendants are permitted only incremental discovery relevant to the new allegations. That discovery can be made through targeted document discovery and minimal additional experts and fact witnesses."
The bottom line: What might Zatko say on Tuesday that helps (or hurts) Musk? Who knows? That's why it will be appointment viewing.
