Twitter tells Musk his “purported termination” of merger deal is invalid


Twitter told Elon Musk in a letter that his “purported termination” of their merger deal “is invalid and wrongful,” and that his commitment to fund the purchase remains in effect.

The letter, sent to Musk’s lawyers on Sunday and made public Monday in a regulatory filing, is a prelude to the lawsuit that Twitter intends to file against Musk this week. The letter said:

Mr. Musk’s and the other Musk Parties’ purported termination is invalid and wrongful, and it constitutes a repudiation of their obligations under the Agreement. Contrary to the assertions in your letter, Twitter has breached none of its obligations under the Agreement, and Twitter has not suffered and is not likely to suffer a Company Material Adverse Effect. The purported termination is invalid for the independent reason that Mr. Musk and the other Musk Parties have knowingly, intentionally, willfully, and materially breached the Agreement, including but not limited to Sections 6.3, 6.8, and 6.10 thereof.

The cited sections include various commitments to close and finance the deal. Twitter’s letter further said the Twitter/Musk “Agreement is not terminated, the Bank Debt Commitment Letter and the Equity Commitment Letter remain in effect, and Twitter demands that Mr. Musk and the other Musk Parties comply with their obligations under the Agreement.” In the Equity Commitment Letter dated April 20, Musk committed to provide an estimated $21 billion in equity financing toward the $44 billion purchase.

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