waiving diligence does not mean that twitter can misrepresent things though. I do not know what the true amount of bot participants are, but IF it is above 5%, that would not be something "due diligence" had to discover, twitter says <=5%, and it had better be that then.
Given that this is the numbers and methodology that Twitter has used for many years in SEC filings, Musk is implying that Twitter has been deceptive to its own investors and to the SEC for years. This isn't impossible, but it might require a little more than a page or two of vague accusations.
This is absolutely pure speculation, but perhaps that is Musk's motive for this whole charade. He is erratic enough that it certainly seems possible that he did this whole acquisition agreement with no intention of following through simply to unveil information to discredit Twitter. It certainly doesn't appear from the outside that Musk had any ideas for making money on this by materially improving Twitter as a business from anything I've read. The justifications about free speech seem to taint this deal with Musk having an ideological bent to the whole transaction, so it seems possible that he thought he could use the buyout to access damaging information (like potentially lying on SEC filings) and then back out without spending the full amount.
Honestly, waiving due-diligence is so sketchy that it has made me wonder from the start what his true endgame was. If he did want to buy the company, what did he gain by waiving his due-diligence rights?
bingo. if you want to assume bad faith why not go whole hog - Musk never intended to buy Twitter because he never believed they have what they claim to have, it's all a big scam involving inauthentic accounts and now the world knows it too
it probably couldn't technically be due diligence without the lawyers deadlocking on how to prove the authenticity of a twitter account
Which will obviously not even tank the company because clearly everyone sees what the product is and they see what the ad output is (pretty abysmal). So the big reveal is… nothing revelatory.
This theory doesn’t really make sense and is really covering for Musk’s incompetence or a deeper nefariousness: he needed a very public excuse to offload $8B of his TSLA stock without spooking the market, and he’s happy to pay a $1B+ fee to have been able to do that
It's been stated multiple times in this thread that he can't walk away just by paying $1B.
If he wanted to only offload $8B TSLA stock and not buy the company, why put that possibility way more out of reach by waiving due dilligence and accepting the special performance clause?
Are we also to assume that he has managed to assemble the most abjectly incompetent team of lawyers in the world as well?
I guess its a good thing they very specifically didn't claim its <=5%, but instead claim "5% is a guess that we made with some specific asssumptions, but we also applied human judgement to classify bots and so it possibly is higher".
But they have to knowingly misrepresent something (tough to prove) and what they misrepresent has to be material to the deal. Twitter never ever said "we guarantee bots are 5%" they just said that was their estimate and they particularly said in their 10ks that they weren't sure.
Elon said he was going to "fix the bot problem" so claiming he was mislead about this is not going to be very convincing.
Twitter doesn't ever claim its bot numbers are 5%. Only Musk says Twitter says that. Twitter says its mDAU (critically important distinction and definition, check SEC filing for what it means) is under 5% bots which is a different number entirely than what you might think of as "bot count". Musk is knowingly and intentionally confusing the two to get people to think Twitter is lying about their numbers. If 50% of the accounts on twitter were bots it would not matter to what Twitter's actually saying in their SEC filings, which is that the users logging in daily using hard clients that display ads is <5% fraudulent.
That's exactly it, a bot using headless client or something would "view" the ad (trigger download of the ad, etc.) but not be a real person (no eyeballs on the ad). Hence, that instance of the ad display was fake/fraud/bot. Customers of twitter (i.e. people paying twitter to show their ads) are interested in this number. Also, investors are interested in that number. Twitter says <5% of its ad-showings are fraudulent - this lets investors say "Twitter's revenue is mostly genuine". That is why the metric is reported - it's for financial/investing purposes, not a claim about how full of bots their system is.
In concrete numbers, twitter is saying there are 1 billion twitter accounts, but most of those are bots or inactive accounts or API accounts or people posting through Tweetdeck (no ads) or joke/duplicate accounts or developer test accounts or... but 230 million of the users per day use a client that shows ads. And of that subset, less than 5% are generating those ad views fraudulently.
If twitter's been lying about that (i.e. their revenue) all along to the SEC that would be a problem for twitter, though not a big enough problem for Musk's claims in his Notice yesterday to work out in his favour.
