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Commentary: Shareholders suffer most if Elon Musk and Twitter can’t renegotiate deal

CAMBRIDGE: Elon Musk’s recent highly public back and forth with Twitter has given the market whiplash. Twitter, while initially resisting the tycoon, went on to sign an agreement with him worth US$44 billion in April.

The deal placed a 38 per cent premium on Twitter’s then-share price. While the market would expect value to be added on a deal like this, more recent events have pushed the premium up even further. This will not benefit shareholders on either side.

Much has changed since Musk’s April offer. Technology stocks have taken a beating due to fears of a recession. Big tech has lost an average of 26 per cent in value, while many smaller tech stocks have lost up to 70 per cent.

Tesla shares, which Musk was using to back his Twitter deal, have not been spared either as prices nearly halved between early April and late May, although they have recovered slightly since.

Share price gains made by Twitter following Musk’s announcement have been lost, while its management says the platform has spent US$33 million on the deal and has blamed the resulting uncertainty for a recent fall in revenues.

Accounting for the effect of the tech stock drop on Twitter’s pre-deal share price, the premium to be paid by Musk will now be significantly higher than the original 38 per cent if the deal goes ahead.

The tycoon and his lawyers have cited reasons unrelated to the change in the deal financials for Musk’s retraction of the offer in July – chiefly the need for more information on spam accounts. Twitter is now using legal action to try to force Musk to complete the purchase and a US judge has set a trial date for October.

But further legal wrangling that results in a continued dive in Twitter’s share price will not benefit Musk – particularly if the court forces him to buy – or Twitter’s management, employees and current shareholders. Both sides should be open to renegotiating the deal to protect the company’s current and future shareholders.

TWITTER DEAL DOES NOT MUTUALLY MAXIMISE SHAREHOLDER VALUE

Acquisitions are generally strategic moves made by a company to bolster its position within an industry. Some buyers want to acquire new capabilities that would otherwise take years to build, others want to enter different markets or introduce new product lines.

Sometimes, if regulators allow, companies also acquire their competitors as a means of consolidating their position in a market.

These deals are typically done with the intent of mutually maximising shareholder value. The acquired company’s shareholders hope to benefit by selling at a premium, while the acquiring company’s shareholders want to own a piece of a more powerful and competitive firm.

This applies even to Musk and his shareholders in this deal who, although a loose collective rather than a company, were set to gain quite a lot when they made the offer to acquire Twitter in April.

As it currently stands, however, the Twitter deal will not mutually maximise shareholder value. In fact, the gain of one set of shareholders could come at a clear loss to the other.

If Twitter can successfully enforce this acquisition through the legal system, Musk and his shareholders would have significantly overpaid for the social media platform based on its value in today’s market.

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