Musk’s lawyer alleged in Friday’s letter that Twitter (TWTR) is “materially violating several provisions” of the agreement, alleging that the company has withheld the data Musk requested to assess the number of bots and spam accounts on the platform. Twitter’s legal team responded in a letter Monday, calling Musk’s attempted termination “invalid and unlawful,” alleging that Musk himself had violated the agreement and demanding that the agreement be followed.
In the complaint filed on Tuesday, Twitter’s lawyers say they seek to prevent Musk from further breaching the agreement and “force the consummation of the merger when the few pending conditions are met.”
“In April 2022, Elon Musk signed a binding merger agreement with Twitter, promising to do everything possible to reach the agreement,” the complaint states. “Now, less than three months later, Musk is refusing to fulfill his obligations to Twitter and its shareholders because the agreement he signed no longer serves his personal interests.”
Musk did not immediately respond to a request for comment from CNN.
Now the deal is likely going to be a long legal battle to determine whether Twitter can force Musk to close the deal and become its owner, or at least make him pay the established billion dollars as a breakage rate in the original agreement.
After initially saying he wanted to buy Twitter to eradicate robots, Musk has expressed concern in recent weeks (without any apparent evidence) that there are more bots on the platform than Twitter has publicly reported.
Some analysts, however, have suggested that Musk simply wants an excuse to get out of a deal that now seems too expensive after the fall in Twitter shares and the tech market in general. Shares of Tesla, on which Musk depends in part to fund the deal, have also declined sharply since it accepted the acquisition deal.
Twitter said in its complaint Tuesday that “after putting on a public show to put Twitter into play and after proposing and signing a merger agreement in favor of the seller, Musk believes that, unlike all others, parties subject to Delaware contract law, is free to change its mind, dirty the company, disrupt its operations, destroy shareholder value and leave. “
Shares of Twitter, which recovered about 4% on Tuesday after falling sharply on Monday, are trading nearly $ 20 below Musk’s bid price, suggesting deep skepticism about the deal, at least in its original price.