by Twitter has accused Elon Musk of “looking for an excuse” to get out of a deal to buy the company because the stock market slump meant it was no longer beneficial to him.
The social media platform has sued Musk to force the completion of the $44bn (£36.2bn) takeover after the Tesla and SpaceX boss said he was stepping down.
Musk’s counterclaim against Twitter has not yet been made public, but a published lawsuit from the social media site directly responds to several of Musk’s claims — including him accusing Twitter of fraud and concealing the true number of fake or bot accounts on the platform in order to push through the deal .
But in the new lawsuit, Twitter calls Musk’s allegations “factually inaccurate, legally insufficient and commercially irrelevant.”
Twitter branded the billionaire’s claim that Twitter had hidden or misrepresented the number of bot accounts on the platform “a story” that had been “imagined in an attempt to escape a merger deal that Musk no longer found attractive when the stock market first hit — and along with it , his massive personal fortune – fell in value”.
The company has previously published a rough estimate that around 5% of accounts on the site are bots, a figure Mr Musk has latched onto and disputed during the takeover saga – leading to the current legal standoff.
During the takeover, Twitter has given Musk and his lawyers access to company data so they can complete their own analysis, but Musk’s team has argued that the data has not given them a clear picture.
In response, Twitter has said that Musk’s argument is “incoherent”.
“Musk invents representations that Twitter never made and then attempts to use, selectively, the extensive confidential data Twitter provided to him to conjure up a violation of those alleged representations,” Twitter said in its filing.
“Yet Musk simultaneously and incoherently claims that Twitter breached the merger agreement by shutting down his requests for information.”
The court documents reveal that in his counterclaim, Musk and his lawyers suggest that their own analysis of the data Twitter provided them found that around 10% of accounts on Twitter can actually be categorized as bots – and therefore Twitter had misrepresented its position.
However, Twitter has also hit back at the claim, claiming that Musk’s team used a “generic web tool” to perform this analysis, one that has previously identified even Musk’s own account as a bot.
“This claim is untenable on its face because Musk does not measure the same as Twitter or even use the same data as Twitter,” the company says.
“The result is a distortion that Musk hopes will still make waves.”
Twitter adds that Musk’s aggressive approach to the takeover deal meant he “gave away” any due diligence.
“The counterclaims do not justify Musk’s plan to dishonor the merger agreement,” says Twitter.
“Musk claims he has the right to walk away from the deal if Twitter “miscalculated” the number of fake or spam accounts on the platform. It is wrong — as the facts and terms of the merger agreement show.
“When Musk offered to buy Twitter, he did not ask for — and Twitter did not make — any representations regarding the number of fake or spam accounts. The merger agreement does not contain a single reference to fake accounts or spam accounts.
“Also, Musk did not ask Twitter for information to ‘verify’ the number of fake or spam accounts before entering into the merger agreement. On the contrary, Musk provided due diligence – giving Twitter 24 hours to accept his offer before he would present it directly for Twitter’s shareholders.”
The case will go to trial in October.
