Elon Musk Backs Out of Buying Twitter Filing to Terminate $44 Billion Deal

In a court filing obtained by PEOPLE, Musk said that he wants to terminate his Twitter deal, alleging that the company was in "breach of multiple provisions" of the original agreement

BEVERLY HILLS, CA - FEBRUARY 22: CEO of Tesla and Space X Elon Musk attends the 2015 Vanity Fair Oscar Party hosted by Graydon Carter at Wallis Annenberg Center for the Performing Arts on February 22, 2015 in Beverly Hills, California. (Photo by Pascal Le Segretain/Getty Images)
Elon Musk. Photo: Pascal Le Segretain/Getty

Elon Musk won't be buying Twitter after all.

In a court filing obtained by PEOPLE on Friday, Musk said that he wants to terminate his $44 billion dollar Twitter deal, alleging that the company was in "breach of multiple provisions" of the original agreement.

In the filing, Musk claims that Twitter did not provide enough information about the number of fake accounts and bots on the social media platform, and didn't give his team enough data to do their own analysis.

"Sometimes Twitter has ignored Mr. Musk's requests, sometimes it has rejected them for reasons that appear to be unjustified, and sometimes it has claimed to comply while giving Mr. Musk incomplete or unusable information," reads the filing.

The filing also states that Twitter fired "two key, high-ranking employees," laid off a third of its talent acquisition team, instituted a general hiring freeze, and more without Musk's consent.

The Twitter Board says it now plans to sue Musk to ensure the deal goes through.

"We are committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plan to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery," the Twitter Board said in a statement provided to PEOPLE Friday.

PEOPLE has reached out to Musk's attorney for comment.

The news came nearly two months after the Tesla and SpaceX CEO, 50, said that the $44 billion deal was "temporarily on hold."

On April 13, Musk shared a Reuters article that reported a recent filing by the social media platform found that "false or spam accounts represented fewer than 5 percent of its monetizable daily active users during the first quarter."

At the time, Musk — who said he was "still committed to acquisition" — shared that his purchase was "temporarily on hold pending details supporting calculation that spam/fake accounts do indeed represent less than 5 percent of users."

He went on to note that in order to get to the bottom of the issue, "my team will do a random sample of 100 followers of @twitter," and invited other social media users to do the same to "see what they discover."

Asked in a comment why he picked 100 followers, Musk wrote, "I picked 100 as the sample size number, because that is what Twitter uses to calculate <5% fake/spam/duplicate."

In the days that followed, tensions appeared to simmer between Twitter and Musk.

On May 14, the billionaire tweeted that "Twitter legal just called to complain that I violated their NDA by revealing the bot check sample size is 100!"

In another message over the weekend, Musk wrote that he had "yet to see *any* analysis that has that has fake/spam/duplicates at <5%."

RELATED VIDEO: Twitter Co-Founder Jack Dorsey on Elon Musk's New Ownership: 'This Is the Right Path'

Then, on May 16, Twitter CEO Parag Agrawal shared a lengthy thread about how the company arrived at their spam accounts estimation, a number which he stood by.

"Our estimate is based on multiple human reviews (in replicate) of thousands of accounts, that are sampled at random, consistently over time," Agrawal wrote. "We do this every quarter, and we have been doing this for many years."

The CEO went on to share that each review utilized "both public and private data (eg, IP address, phone number, geolocation, client/browser signatures, what the account does when it's active…) to make a determination on each account."

"Unfortunately, we don't believe that this specific estimation can be performed externally, given the critical need to use both public and private information (which we can't share)," Agrawal wrote. "Externally, it's not even possible to know which accounts are counted as mDAUs on any given day."

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This tweet in particular got a rise out of Musk, who responded with a poop emoji.

"So how do advertisers know what they're getting for their money?" he added. "This is fundamental to the financial health of Twitter."

The following day, Musk said that he would need "proof" that less than 5 percent of Twitter's accounts are fake in order to proceed.

"My offer was based on Twitter's SEC filings being accurate," Musk wrote on Twitter. "Yesterday, Twitter's CEO publicly refused to show proof of <5%. This deal cannot move forward until he does."

However, on the same day, Twitter shared that they remained "committed to completing the transaction on the agreed price and terms as promptly as practicable."

In May, Musk used Twitter to deny what he called "wild" and "utterly untrue" accusations after Insider reported a former SpaceX flight attendant alleged sexual misconduct by Musk on a company airplane in 2016.

When reached for comment by Insider, Musk reportedly called the story a "politically motivated hit piece."

In a series of Twitter posts, Musk continued to address the scandal, alleging the timing purposefully coincided with his bid to buy Twitter.

In April, Twitter announced it had "entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Upon completion of the transaction, Twitter will become a privately held company."

In his own statement, Musk called free speech "the bedrock of a functioning democracy," and said Twitter was "the digital town square where matters vital to the future of humanity are debated." (He later said that should the deal go through, he would lift the permanent ban against former President Donald Trump that was put in place following the riots at the U.S. Capitol.)

"I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans," he said in the statement. "Twitter has tremendous potential — I look forward to working with the company and the community of users to unlock it."

The transaction was unanimously approved by Twitter's board and expected to close in 2022.

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