Twitter signals intent to ‘poison’ its stock should Elon Musk acquire a 15-percent stake

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Twitter signals intent to

Why it matters: The drama continues as Twitter scrambles to avoid a hostile takeover initiated by Elon Musk. The company has been in fear of the billionaire taking control and implementing his plans, which he revealed earlier this morning. Among the changes, Musk would like to open-source Twitter’s algorithms for greater transparency, address spam, and eliminate censorship on the platform.

On Friday, Twitter initiated a shareholder rights plan (also called initiated a poison pill strategy) to thwart Elon Musk from gaining control. A poison pill strategy is when the target company allows existing shareholders (except for the acquirer) to buy more stock in the firm at a discount. This tactic dilutes the company’s stock and devalues the acquirer’s shares, making the buyout more expensive and less attractive. The poison pill strategy causes the stock to plummet (hence the name) but is considered a reasonably effective defense against a hostile takeover.

The strategy will only come into play if Musk were to acquire 15% of outstanding common shares, but the Twitter board of directors approved the shareholder rights plan today. It will be in effect for one year. So if at any time in the next year Musk acquires 15 percent (he needs 5.8 percent more), Twitter can take the poison pill.

What’s interesting about this whole soap opera is that it could be nothing more than Musk trolling Twitter. He filed his initial $2.89 billion purchase for a 9.2-percent stake late with the Securities and Exchange Commission (SEC) as a passive buy, meaning he had no desire to influence company decisions.

However, Twitter immediately went on the defensive, offering him a seat on the board as long as he didn’t attempt to buy more than 14.9 percent of the stock. He initially agreed but then changed his mind and amended his purchase to be active, signaling interest in taking control.

Between all the flip-flopping, posturing, and pokes posted by Musk on Twitter, it sounds like he enjoys yanking the board’s chain. It’s surely not over, but it will be interesting to see how far Musk takes it. He is obviously the one pulling the strings.

Image credit: Daniel Oberhaus

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