How To Buy Twitter

Full disclosure: I am not an Elon Musk apologist.

Today, Elon Musk tweeted: “Twitter deal temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5% of users,” and the world went mad. Twitter‘s stock dropped 20% (pre-market opening)… the pitchforks came out… and shortly after Elon followed-up with: “Still committed to acquisition.” Still… so many people on so many social media platforms are up in arms. Accusations flying that he never intended to buy Twitter in the first place, that he’s simply looking for a way out and on and on…

How would you buy a company for $44 billion dollars?

I’ve been through an acquisition of my own (not even close to this size and scale) and have advised on countless other deals. The process – when done well – is rigorous, difficult, painstakingly long and not for the faint of heart. The real work happens after the price is set and the Letter of Intent (LOI) is signed. This is when everything is probed (from financials to corporate structure and beyond). It is during this process that most deals collapse or the numbers change or… well… just about anything can happen during this process. And, it’s not just the people who are doing the buying and selling, there are always lawyers, accountants, consultants and more (on both sides of the deal) who dig in deeper, uncover lots of information, and the deal often changes and – more often than not – collapses.

So…

Elon putting things on hold until he/his team has clearer optics into operations and actual data is not only common, I’d think the deal was really ridiculous if these issues didn’t surface. In fact, I’m kind of surprised that more issues and questions like this haven’t surfaced.

So…

If you’re following business pundits, thought leaders, journalists, influencers (or whatever) who think that it would be absurd for these situations to happen (let alone lead to a deal collapsing), or simply tweeting that Elon is looking for a “way out,” I’d recommend that you follow other Thinkers. Instances like this are exactly why deals either fall apart or the valuations change. With that, there is no doubt that tweets like Elon’s may also be tactics, but even then…

If you were buying Twitter (or any other company) wouldn’t you negotiate, probe and get every piece of information validated (and use tactics like this) for the best deal possible?

UPDATE: When Elon agreed to acquire Twitter, he chose to forego due diligence as a way to secure acceptance of his “best and final offer” (I did not know this when I first wrote about it). With that, the tech sector (and general market) has taken a nose-dive since he made the offer, potentially making this a strategy for him to negotiate a different price (or even bail on the deal or he doesn’t care about his initial offer and is doing some kind of due diligence). Again, I do not know… but it’s an important piece of information that adds a different hue to this article.