accusing the company of refusing to give him information about its spam bot and
In a letter filed with regulators, Mr. Musk said he was entitled to do his own
measurement of spam accounts.
The letter formalizes a dispute that has simmered for weeks after Mr. Musk declared
the deal “on hold” pending further information.
Twitter has defended its estimates.
But Mr. Musk has said he believes spam and fake accounts represent a far greater
share than the less than 5% of daily users that Twitter reports publicly.
“As Twitter’s prospective owner, Mr. Musk is clearly entitled to the requested data to
enable him to prepare for transitioning Twitter’s business to his ownership and to
facilitate his transaction financing. To do both, he must have a complete and accurate
understanding of the very core of Twitter’s business model – its active user base,”
lawyer Mike Ringler wrote in the letter.
“Based on Twitter’s behavior to date and the company’s latest correspondence in
particular, Mr. Musk believes the company is actively resisting and thwarting his
information rights,” the letter said.
“This is a clear material breach of Twitter’s obligations under the merger agreement
and Mr Musk reserves all rights resulting therefrom, including his right not to
consummate the transaction and his right to terminate the merger agreement.”
The dispute has raised more doubts about the future of the takeover, which Twitter’s
board approved in April.
“Twitter has and will continue to cooperatively share information with Musk to
consummate the transaction in accordance with the terms of the merger agreement,”
the company said in a statement.
Twitter, has said Mr. Musk waived typical rights to due diligence in his
eagerness to clinch the deal added that it intended to complete the takeover at the
agreed price and terms.
Mr. Musk, who faces a $1bn break-up fee and possible lawsuit if he opts out, first
raised the issue of the spam accounts on social media last month, saying the deal was
on hold but he remained committed to the acquisition.
Analysts have said the Tesla boss might be using the issue to try to renegotiate the
price or even walk away. They said Mr. Musk’s decision to raise the issue on social
media was unconventional, making it difficult to establish how serious he was.