Why Elon Musk Can’t Stop Buying Twitter, According to Twitter

In a 62-page lawsuit filed Tuesday, Twitter accused Elon Musk of breaching an agreement to buy the social media company for $44 billion. Mr. Musk, the world’s richest man, has tried to back out of the acquisition, citing the number of fake Twitter accounts and accusing the company of not providing him with enough information about the matter and misrepresenting it.

In its lawsuit, Twitter tried to show that Musk’s claims against it had no merit. Instead, the company says it was Mr. Musk who was violating the agreement. Twitter was unsparing, calling its escape strategy a “model of hypocrisy” and a “model of bad faith.” He backed up his argument with the billionaire’s many tweets.

Here are the key points Twitter made to show it wasn’t a deal breaker and that Mr. Musk was.

Contrary to Mr. Musk’s claims that Twitter had stopped his efforts to obtain information about the spam accounts, the company said in the lawsuit that it had provided him with the data. When Mr. Musk asked for information, the company met some of his demands, such as handing over a so-called fire hose or a flood of tweets.

But even as it did so, Twitter said in its lawsuit that Mr. Musk’s requests for information became increasingly irrational.

“From the outset, Defendants’ requests for information were intended to attempt to terminate the transaction,” the lawsuit states. “Musk’s increasingly outlandish demands reflect not a genuine examination of Twitter’s processes, but a legal campaign designed to create a record of Twitter’s non-cooperation.”

Mr. Musk said another reason he wanted out of the deal was that Twitter wasn’t performing as well as he expected before the acquisition closed. Among other things, Mr. Musk said Twitter slowed his hiring process and didn’t give him leadership until he recently fired two executives, which he said violated the terms of the deal.

But Twitter said in the lawsuit that its hiring slowdown is in line with what Mr. Musk has told the company he wants. The company added that it had informed Mr. Musk’s lawyers of its decision to let go of the two executives and that the lawyers “raised no objection.” The lawsuit does not say when Musk’s lawyers were notified of the decisions.

Under the terms of the agreement, Mr. Musk must use “reasonable best efforts” to close the deal, including securing debt financing for the $44 billion acquisition.

But Twitter said in the lawsuit that Mr. Musk appeared to have abandoned efforts to complete the debt financing, which was against the deal. In addition, the company said, he disappeared when Twitter executives, including Ned Segal, its chief financial officer, went to discuss data on spam accounts that Mr. Musk claimed were troubling him.

Mr. Musk also got rid of executives who worked to help him close the deal, such as Bob Swan, the former chief executive of Intel, according to the suit. On June 23, Mr. Musk said on Twitter that he had asked Swann to “leave the deal process because we are not on the same wavelength,” according to the lawsuit.

The deal also said Mr. Musk could not insult Twitter or its employees in tweets. However, he did so multiple times, Twitter argued, in violation of the agreement.

The lawsuit included screenshots of several of Mr. Musk’s tweets, including one that said a Twitter lawyer informed him he had violated a nondisclosure agreement. In another, Mr. Musk used a poop emoji to respond to a tweet by Twitter CEO Parag Agrawal. In addition, Twitter pointed to Mr. Musk’s comments, on Twitter and at conferences, in which he publicly questioned the accuracy of Twitter’s disclosure of his spam reports.

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