Twitter Inc. has sued Elon Musk for seeking to terminate his $44 billion acquisition deal for the company, and requested a court in Delaware force the world’s richest person to complete the sale.
The lawsuit, filed Tuesday in Chancery Court in Delaware, pulls no punches in calling Musk’s exit strategy “a model of hypocrisy.” In a combative tone that is likely to be matched by the pugnacious Musk, Twitter’s
lawyers wrote that the company brought action to “enjoin Musk from further breaches, to compel Musk to fulfill his legal obligations, and to compel consummation of the merger upon satisfaction of the few outstanding conditions.”
“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,” the suit alleges. “This repudiation follows a long list of material contractual breaches by Musk that have cast a pall over Twitter and its business.”
“So Musk wants out,” the suit continues. “Rather than bear the cost of the market downturn, as the merger agreement requires, Musk wants to shift it to Twitter’s stockholders.”
Twitter made no secret it would pursue legal action after Musk sought to terminate the deal last week. In a letter to the Tesla Inc.
and SpaceX CEO that was disclosed in a filing on Monday, Twitter’s lawyers said, “The Agreement is not terminated.” Musk “knowingly, intentionally, willfully, and materially breached” his agreement to buy the company, they charged.