Twitter Inc. agreed to be acquired by an entity wholly owned by Tesla Inc. CEO Elon Musk in an all-cash, go-private deal worth about $44 billion.
Under the deal, Twitter shareholders will receive $54.20 in cash for each share of Twitter common stock owned upon closing of the proposed transaction, representing a 38% premium to the company's closing stock price April 1, the last trading day before Musk revealed his 9.2% stake in Twitter on April 4.
Twitter Chair Bret Taylor said the company's board underwent a "thoughtful and comprehensive process" in assessing Musk's proposal. Twitter’s board initially adopted a shareholder rights plan in response to the acquisition bid.
Musk secured funding commitments for his bid for Twitter, including $25.5 billion of debt and margin loan financing. Musk is also providing an equity commitment of about $21.0 billion.
The transaction, expected to close in 2022, is subject to regulatory and Twitter shareholders' approvals as well as other customary closing conditions. Twitter will become a privately held company post deal closing.
Twitter said it will release its first-quarter results before market open April 28, but the company will not hold a corresponding conference call.
Goldman Sachs & Co. LLC, J.P. Morgan Chase & Co. and Allen & Co. LLC are Twitter's financial advisers on the deal, with Wilson Sonsini Goodrich & Rosati PC, Professional Corp. and Simpson Thacher & Bartlett LLP as legal counsel. Morgan Stanley is lead financial adviser to Musk. BofA Securities Inc. and Barclays PLC are financial advisers. Skadden Arps Slate Meagher & Flom LLP is legal counsel.