Texts show Musk's moods, in journey from Twitter user to leading a take-private deal

Sep. 30, 2022 7:02 AM ETTwitter, Inc. (TWTR)ORCLBy: Jason Aycock, SA News Editor14 Comments

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The change of heart from Elon Musk - from a plan to join Twitter's (NYSE:TWTR) board, to staying off the board and instead launching a go-private offer - came quickly and violently; the CEO of Germany's Axel Springer urged Musk to buy the company and "we run it for you"; and Musk was beset by texts from billionaires and other buddies on what he should do to take over and fix the company.

Those are among the revelations as a stack of exhibits from Twitter v. Musk et al. became public. The documents were part of a lengthy public hearing in the case Tuesday to address pretrial discovery issues.

On the fateful April 9 day when Musk's board seat on Twitter was set to go into effect, Musk changed his mind about it in a dramatic text exchange with CEO Parag Agrawal.

Musk had been tweeting various tongue-in-cheek polls and arguable disparagements about the company, and that day, Agrawal texted Musk: "You are free to tweet 'Is Twitter dying?' or anything else about Twitter - but it's my responsibility to tell you that it's not helping me make Twitter better in the current context," citing a "level of internal distraction right now" that's "hurting our ability to do work."

Agrawal said he hoped Musk's "ask me anything" presentation would help Twitter "get to a place where we are more resilient and don't get distracted, but we aren't there right now."

"What did you get done this week?" Musk fired back. "I'm not joining the board. This is a waste of time ... Will make an offer to take Twitter private."

"Fixing Twitter by chatting with Parag won't work ... Drastic action is needed," Musk texted Twitter Chairman Bret Taylor minutes later. "This is hard to do as a public company, as purging fake users will make the numbers look terrible, so restructuring should be done as a private company."

(Musk later tried to terminate his acquisition deal, citing "false and misleading representations" when it came to the number of fake/spam users.)

A late-April, last-ditch effort from Twitter co-founder Jack Dorsey came to get Musk and Agrawal to meet "to build towards your goals until close." That meeting didn't go as planned.

"You and I are in complete agreement. Parag is just moving far too slowly and trying to please people who will not be happy no matter what he does," Musk texted Dorsey after the meeting.

"At least it became clear that you can't work together. That was clarifying," Dorsey replied to Musk.

The text dump also contained the previously reported text on March 26 from Dorsey telling Musk he would leave the board and company and that "I intend to do this work and fix our mistakes. Twitter started as a protocol. It should have never been a company. That was the original sin." Musk responded a minute later: "I'd like to help if I am able to."

On April 4 at 1:42 p.m. ET, while weighing taking a board seat, Musk received a copy of a Twitter Cooperation Agreement; just three hours later, he texted Taylor and a few others "After thinking it over, my current time commitments would prevent me from being an effective board member." (A revised agreement had Musk agree again to join the board the next day.)

That same afternoon, popular podcaster Joe Rogan texted Musk "Are you going to liberate Twitter from the censorship happy mob?"

On learning that Oracle (ORCL) co-founder and Executive Chairman Larry Ellison wanted in, Musk texted him "Roughly what dollar size? Not holding you to anything, but the deal is oversubscribed, so I have to reduce or kick out some participants."

Ellison replied "A billion ... or whatever you recommend." Musk said in response "I'd recommend maybe $2B or more. This has very high potential and I'd rather have you than anyone else."

Twitter v. Musk et al., the case that will settle the fate of the $44B deal, is set for a five-day trial in Delaware's Court of Chancery starting Oct. 17.

The next move is for Chancellor Kathaleen McCormick to rule on the issues raised in Tuesday's hearing; there were eight separate legal issues argued, though the most dramatic may be Twitter's (TWTR) push for sanctioning Musk's side after presenting evidence contradicting Musk's claim that he didn't use private-message service Signal to discuss the deal.

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