Elon Musk wants out of his deal to buy Twitter. The world’s richest man claims that Twitter’s management is in “material breach” of various provisions in the purchase agreement and that the company has made “false and misleading representations” about its business. Management denies Musk’s complaints.
Musk wants to know how many active daily users on Twitter are actually “bots” – or fake accounts. He says management refuses to turn over information that could accurately determine the number. Since 90% of the firm’s revenues come from advertising, the information is critical to advertisers, and to valuing the company.
Management says only 5% of its ADU (average daily users) are spam, and claims it kicks one million bots off the site each day; as recently as May, CEO Parag Agrawal claimed the number of fake accounts ejected was half a million. The lack of consistency is not reassuring.
Who is telling the truth? My bet is on Musk.
After all, who has more to lose? If Twitter’s management is found to have fudged its numbers, heads will roll and the stock will collapse. If Musk’s charges turns out to be a phony excuse to bow out of an overpriced deal, the billionaire’s reputation will take a hit, for sure. But the brilliant Tesla and SpaceX founder is already considered erratic; few will be surprised by his about-face. Yes, there is that pesky billion-dollar fee that either side may owe for torching the transaction; Musk can afford it.
Make no mistake. When, on April 25, Elon Musk agreed to pay $44 billion for a social media company even in the midst of a giant sell-off of tech stocks, it was a risky bet. The $54.20 per share offer constituted a hefty 38% premium over the stock price prior to Musk divulging his significant ownership position – too much in hindsight. Nonetheless, Musk had a vision and was willing to roll the dice.
Our country will be divided over the merits of Musk’s claims. Liberals will judge Musk to be welching on a reckless and overpriced bid for the social media giant. Conservatives will believe Musk. After all, they have distrusted the social media firm for years, for good reason.
Ultimately, the dispute will probably be hashed out in court. But there is a lot on the line – not just for Musk and for Twitter shareholders, but also for the millions of Americans hopeful that Musk would indeed create, as he pledged to do, a “virtual town square” where all voices would be welcome. A promise that terrifies liberals accustomed to shutting down divergent views – “misinformation” — on climate change or COVID-19, for instance.
Musk’s disdain for the censorship imposed by social media companies, and in particular by Twitter, has earned him the wrath of the Left. It has also earned him the admiration of those incensed by the political bias evident on Twitter, Facebook and YouTube.
Unfortunately for Twitter, there is plenty of evidence to suggest that, contrary to claims made by former CEO Jack Dorsey and other members of management, the company operates with a profound left-wing bias. In 2018, in prepared remarks for Congress, Dorsey claimed, “Twitter does not use political ideology to make any decisions, whether related to ranking content on our service or how we enforce our rules.”
And yet, there was Twitter, in the weeks leading up to the 2020 election, refusing to allow the New York Post to tweet materials found on Hunter Biden’s laptop that appeared to compromise candidate Joe Biden. Not only did they suppress information about Joe Biden’s involvement in his son’s controversial business transactions, they also banned the Post, a leading newspaper.
In the aftermath of Musk’s deal to buy Twitter, suspicions about “shadow-banning” and giving preferences to voices on the Left appeared confirmed. Numerous conservatives found their follower count suddenly increase…substantially.
Donald Trump Jr, for instance, acquired more than 100,000 new followers in just a few days; Florida Gov. Ron DeSantis also saw an overnight jump in his numbers, as did others. It appeared that whatever tools Twitter used to minimize the presence of right-wing opinion had suddenly been lifted, maybe by a management trying to hide those practices from the new boss.
Musk’s lawyers state in a filing that Twitter has not divulged how they audit the spam accounts, what kinds of samples are used and how they determine the suspension of bots. Musk has requested the information on daily active users that is provided to Twitter’s board; the company has not divulged it.
In addition, Musk has pressed for board materials, “including a working, bottoms-up financial model for 2022, a budget for 2022, an updated draft plan or budget, and a working copy of Goldman Sachs’ valuation model underlying its fairness opinion. Twitter has provided only a pdf copy of Goldman Sachs’ final Board presentation.”
If Twitter has misstated its audience by undercounting bots and is covering that up, Musk has an excellent rationale for exiting his purchase agreement. The company is going to have to become more transparent; its refusal to do so – arguing that some of the necessary information is private — does not inspire confidence.
This battle is far from over. It is possible that Musk will attempt to negotiate a lower price for Twitter. If management is not being truthful about the number of real people active on its site, it will likely embrace another go at a deal.
Either way, the millions hoping for an open and honest social media platform may have to wait a while longer.
That’s a shame. With our country bitterly polarized and trust in media at a record low, a neutral town square is critical.
Liz Peek is a former partner of major bracket Wall Street firm Wertheim & Company. Follow her on Twitter @lizpeek.