Elon Musk may walk away from his $44 billion deal to acquire Twitter Inc if the social media network fails to provide data on spam and fake accounts, the billionaire warned in a letter to the company Monday.
Twitter was in a “clear material breach” of its obligations and that Musk reserves all rights to terminate the merger agreement, said the letter from the Skadden, Arps, Slate, Meagher & Flom law firm representing the Tesla and SpaceX CEO .
The letter to Twitter, dated Monday, was included in Twitter a filing with the Securities and Exchange Commission.
Earlier in March, Musk said he would put the deal “temporarily on hold,” while he waits for the social media company to provide data on the proportion of its fake accounts.
Twitter has downplayed Musk’s warning that the deal was “on hold,” arguing that the data would help him prepare for his ownership of Twitter, not to carry out due diligence and reopen negotiations.
“Musk believes Twitter is transparently refusing to comply with its obligations under the merger agreement, which is causing further suspicion that the company is withholding the requested data due to concern for what Musk’s own analysis of that data will uncover,” according to the letter.
“Musk believes the company is actively resisting and thwarting his information rights,” the letter by Musk’s lawyers said.
A self proclaimed free-speech absolutist, Musk has questioned the accuracy of Twitter’s public filings about spam accounts representing less than 5% of its user base, claiming they must be at least 20%.
Musk said he needed the data to conduct his own analysis of Twitter users and did not believe in the company’s “lax testing methodologies.”
“Musk is clearly entitled to the requested data to enable him to prepare for transitioning Twitter’s business to his ownership and to facilitate his transaction financing,” his lawyers said in the letter.
Musk has said that he has lined up financing for the deal, through equity and loans, pulling in top shareholders including Saudi Arabian investor Prince Alwaleed bin Talal and Sequoia Capital.
Twitter shares were down 5.5% at $37.95 in early trading.
Twitter did not immediately respond to a request for comment.
This report includes material from Reuters and The Associated Press.
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