SAN FRANCISCO, Sept. 13, 2022 /PRNewswire/ -- Twitter, Inc.
(NYSE: TWTR) today announced that its stockholders have approved
the previously announced merger agreement for Twitter to be
acquired by affiliates of Elon Musk
for $54.20 per share in cash.
Based on a preliminary tabulation of the stockholder vote,
approximately 98.6% of the votes cast at the Special Meeting
approved the proposal to adopt the Merger Agreement.
The shareholder approval satisfies the final condition precedent
to the closing of the merger under the merger agreement (other than
those conditions that by their nature are to be satisfied at
closing). Twitter stands ready and willing to complete the merger
with affiliates of Mr. Musk immediately, and in any event, no later
than on September 15, 2022, the
second business day following the satisfaction of all conditions
precedent, which is the timeline required by the merger
agreement.
As previously announced, affiliates of Mr. Musk have delivered
notices purporting to terminate the merger agreement. Twitter
continues to believe that Mr. Musk's purported termination of the
merger agreement is invalid and without merit, and that the Musk
parties continue to be bound by the merger agreement and obligated
to complete the merger on the agreed terms and conditions. Twitter
has filed a lawsuit in the Delaware Court of Chancery to compel Mr. Musk
to complete the acquisition, and Twitter remains committed to doing
so on the price and terms agreed upon with Mr. Musk.
The final voting results will be reported in a Current Report on
Form 8-K to be filed with the Securities and Exchange Commission
after certification by Twitter's inspector of elections.
About Twitter, Inc. (NYSE: TWTR)
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happening and what people are talking about right now. To learn
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Forward-Looking Statements
This press release contains
forward-looking statements that involve risks and uncertainties,
including, but not limited to, statements regarding the pending
acquisition of Twitter (the "Transaction") and Twitter's intention
to close the Transaction. These forward-looking statements are
based on currently available information, as well as Twitter's
views and assumptions regarding future events as of the time such
statements are being made. Such forward looking statements are
subject to inherent risks and uncertainties. If any of these risks
or uncertainties materialize, or if any of Twitter's assumptions
prove incorrect, then Twitter's actual results could differ
materially from the results expressed or implied by these
forward-looking statements. These risks and uncertainties include
those associated with litigation related to the Transaction and
other risks and uncertainties detailed in the periodic reports that
Twitter files with the SEC, including Twitter's Quarterly Report on
Form 10-Q filed with the SEC on July 26,
2022 and 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
(https://investor.twitterinc.com). All forward-looking statements
in this press release are based on information available to Twitter
as of the date of this press release, and Twitter does not assume
any obligation to update the forward-looking statements provided to
reflect events that occur or circumstances that exist after the
date on which they were made, except as required by law.
Contacts
Investors:
ir@twitter.com
Press:
press@twitter.com
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SOURCE Twitter, Inc.