Twitter Inc.’s lawyers called Elon Musk’s attempt to terminate his $44 billion acquisition of the company “invalid and wrongful” in the company’s most complete response.
In a letter dated Sunday and publicly filed with the Securities and Exchange Commission on Monday afternoon, William Savitt of Wachtell Lipton Rosen & Katz confirmed a statement from Twitter
Chairman Bret Taylor that the company would still seek to close the transaction. Twitter was responding to a letter made public Friday from Musk and his lawyers that sought to terminate the deal, while claiming that Twitter was at fault for failing to provide requested information.
The “purported termination is invalid and wrongful, and it constitutes a repudiation of their obligations under the agreement,” Savitt wrote in the letter.
“Contrary to the assertions in your letter, Twitter has breached none of its obligations under the agreement,” Savitt contends, before tossing that assertion back at Musk, writing “the purported termination is invalid for the independent reason that Mr. Musk and the other Musk parties have knowingly, intentionally, willfully, and materially breached the agreement.”
The letter is expected to be the first major salvo in a coming legal battle, as Taylor also promised to sue Tesla Inc.
Chief Executive Musk in Delaware to consummate the transaction. At stake is at least a $1 billion breakup fee, and Twitter is also expected to sue under “specific performance” grounds in seeking to get Musk to go through with the acquisition.
Twitter shares fell 11.3% in Monday trading, the first session since Musk’s letter became public Friday afternoon. Shares closed at $32.65, nearly 40% lower than the $54.20 price Musk agree to pay in April.