Twitter sues Elon Musk for backing out of $44 billion acquisition, saying the billionaire is obligated to complete the deal

• Twitter has sued Elon Musk for trying to walk away from his agreement to buy the company.
• Musk last week accused Twitter of several instances of "breach," saying they all nullified the deal.

Twitter followed through on its promise to sue Elon Musk over his attempt to walk away from buying the platform.

In a lawsuit filed Tuesday, lawyers for Twitter accused Musk of "refusing to honor his obligations." The suit was filed in Chancery Court in Delaware, where Twitter is incorporated.

At issue in the lawsuit is Musk's attempt last week to "terminate" the merger agreement he signed in April, saying he would acquire Twitter and take it private for $54.20 per share, putting a value on the deal of $44 billion. Lawyers for Twitter over the weekend called Musk's move "invalid and wrongful."

In Musk's letter backing out of the deal, he accused Twitter of refusing to hand over "useable" user data, said it had misled him and the SEC on the number of "bots" or spam accounts present on the platform, and that it had made decisions to conduct layoffs and let go of key executives without getting his approval. All of which allegedly constitute a "breach" of the agreement, lawyers for Musk said. Meaning he can walk away from the deal and does not even have to pay the $1 billion break-up fee included in the agreement.

Twitter pushed back against all of those points in its lawsuit, calling them "pretexts" that "lack any merit." It argued that the merger agreement Musk signed in April is not only "binding," and that he legally must complete the deal as agreed to, but that he is only attempting to back out now "because it no longer serves his personal interests."

Musk appeared to respond to the lawsuit on Twitter not long after it was filed, writing only "Oh the irony lol."

Lawyers for Twitter pointed to Musk's personal wealth, largely tied up in Tesla stock, the price of which has fallen 44% this year along with tech stocks generally. They said the value of his Tesla stake has fallen by more than $100 billion since late last year. Now Musk simply "wants out" of his agreement to buy Twitter because the stock market is down, and wants to "shift the cost"of the downturn onto Twitter's shareholders.

"Having mounted a public spectacle to put Twitter in play, and having proposed and then signed a seller-friendly merger agreement, Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value, and walk away," lawyers for Twitter said. "This repudiation follows a long list of material contractual breaches by Musk that have cast a pall over Twitter and its business."

Lawyers pointed to several of Musk's tweets discussing the acquisition and certain of Twitter's executives, saying each constituted a breach of confidentiality and disparagement clauses in the agreement. They claim he failed to provide reasonable information on his financing of the deal and failed to treat other requests "reasonably."

Twitter went on to cover several areas speculated as possible soft spots in the agreement with Musk, including his financing for the deal. The platform called both the debt and equity financing portions of the deal "airtight" and pointed to Musk's personal commitment of $33.5 billion.

The company also held Musk at least partially responsible for the decline in its own stock price, which is down 20% this year, saying the billionaires "antics" and the "disdain he has shown" for the company created more business risks and put pressure on its stock.

Despite all of this, Twitter is insisting that Musk is obligated to go through with acquiring the company at the agreed upon price of $44 billion. It asked the court to force him to close the deal and to enjoin him "from further breaches" of the agreement. Twitter is also asking the the case be heard on an expedited basis, coming before a judge in September, given the potential impact a prolonged fight will have on its business.

Lawyers for Musk could not be immediately reached for comment.

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