🚨BREAKING🚨
Twitter, $TWTR announced that its Board of Directors has unanimously adopted a limited duration shareholder rights plan (the "Rights Plan").
The Rights Plan is intended to enable all shareholders to realize the full value of their investment in Twitter.— unusual_whales (@unusual_whales) April 15, 2022
Twitter's board is now in breach of their fiduciary duty and as one of their largest shareholders, @elonmusk can and should sue them. And every other shareholder. Titanic liability. https://t.co/OujKtzFedK— Jack Posobiec 🇺🇸 (@JackPosobiec) April 15, 2022
You have a shareholder offering a now 20% premium on the share price & instead of forming an independent committee to diligence the offer you offer the stock at a discount to everyone but your biggest shareholder?
How does that maximize shareholder value?
To court we go. https://t.co/HNBCtK8Bfo— BowTiedRanger (@BowTiedRanger) April 15, 2022
John Roberts
@johnrobertsFox
·
3h
Note to
@PressSec
.
@pdoocy
makes the decisions on what topics he wants to quiz you on, and develops the questions himself.
His philosophy is a basic tenet of journalism. Comfort the afflicted, and afflict the comfortable. If that makes all of us “stupid s.o.b.s”, so be it.
BowTiedRanger
@BowTiedRanger
Twitter is hoping to frustrate Elon out of his offer by imposing roadblocks like a post-offer poison pill. This is a defense tactic.
3 likely outcomes:
1. Twitter ends up in a shareholder derivative suit for breach of fiduciary duty for not properly evaluating the entire fairness of Elon’s offer.
2. Twitter is “in play” meaning the board has to execute a sales process to find the highest bidder.
3. Elon launches a proxy battle & teams up with other major shareholders to takeover Twitter (more traditional hostile takeover approach).
If you’re a Twitter board member, you’re going to have a lot of sleepless nights coming up.
https://twitter.com/BowTiedRanger/status/1515014314767360010
Shareholder rights plan is another way of saying poison pill.
Since shareholders—who are the actual owners of a company—can vote by majority to favor the acquisition, the target company management deploys a poison pill, which is usually a specially designed shareholder rights plan with certain conditions drafted specifically to thwart attempted takeovers.
There are three major potential disadvantages to poison pills:
https://www.investopedia.com/terms/p/poisonpill.asp