Elon Musk and Twitter have each agreed to pay the other $1 billion if their proposed merger falls apart because of the actions of either side.
A regulatory filing Tuesday revealed that as part of Musk’s proposed $44-billion takeover of the social media firm, both sides have agreed to pay a termination fee of $1 billion US to the other side if the deal falls apart for various reasons.
Termination fees are common in takeover deals like the one being proposed, to ensure that both sides are negotiating in good faith.
The deal stipulates that Twitter will pay Musk $1 billion if, for whatever reason, the company’s board of directors recommends shareholders reject Musk’s offer in favour of someone else’s. Known as a “no-shop” provision, the clause means the company is not allowed to “solicit, initiate, knowingly encourage or knowingly facilitate any substantive discussion, offer or request that constitutes or would reasonably be expected to lead to a competing acquisition proposal.”
Twitter’s board had rebuffed Musk’s initial attempts to buy the company, and adopted a “poison pill” plan designed to make itself harder to take over, in an attempt to buy time to come up with an alternative offer. No such offer emerged, and the company says in the agreement it has “taken all action necessary” to ensure that poison pill will be “inapplicable” to Musk’s proposal.
Similarly, Musk is obligated to pay Twitter $1 billion if he walks away from the deal.
Musk has committed to coming up with $21 billion in cash as part of his takeover proposal, but so far has offered few details on how he will do that. It is suspected that he may have to sell part of his massive stake in electric car maker Tesla to do it, a possibility that caused the value of Tesla to plummet by $100 billion on Tuesday.
If the merger doesn’t happen “because the equity, debt and/or margin loan financing is not funded, [Musk] will be required to pay Twitter a termination fee of $1.0 billion,” the filing shows.
The contract also gives both sides until Oct. 24, 2022, to finalize the deal, but that deadline can be extended as long as certain conditions are met.
If Elon Musk scraps Twitter deal, here's what may happen to the stock – Yahoo Canada Finance
Twitter investors should brace for an all-out crash in the stock price if Tesla CEO Elon Musk abandons his bid for the social media platform, warns one veteran tech analyst.
“In the absence of a bid, we would not be surprised to see the stock find a floor at $22.50,” said Jefferies analyst Brent Thill said Tuesday in a new note to clients. Such a price would be about 40% lower than Twitter’s current trading level.
Musk’s outstanding deal for Twitter is for $54.20 a share.
The path is being cut for that price put forth by Thill for Twitter shares, by Musk’s own doing.
In an early morning Tweet, Musk said “Yesterday, Twitter’s CEO publicly refused to show proof of <5%,” adding that “this deal cannot move forward until he does.”
The new tweet from Musk arrives after a tense exchange on the social media platform on Monday.
Twitter CEO Parag Agrawal wrote a long tweet thread to try to counter Musk’s claims the platform was chock full of fake accounts.
“We suspend over half a million spam accounts every day, usually before any of you even see them on Twitter,” Agrawal said in the 13-tweet thread. “We also lock millions of accounts each week that we suspect may be spam — if they can’t pass human verification challenges (captchas, phone verification, etc).”
Musk responded with a poop emoji.
Musk, the world’s richest person on paper, then followed up 14 minutes later with: “So how do advertisers know what they’re getting for their money? This is fundamental to the financial health of Twitter.”
Thill says Musk is simply trying to negotiate a lower price for Twitter. A fair value for Twitter in light of the rout in tech stocks in recent months would be $42 a share, Thill estimates.
Other analysts on Wall Street think a deal doesn’t get done.
“The chances of a deal ultimately getting done is not looking good now and it’s likely a 60%+ chance from our view Musk ultimately walks from the deal and pays the breakup fee,” Wedbush tech analyst Dan Ives said in a note to clients.
Why You Can’t Just Order Baby Formula From Canada – Lifehacker
With baby formula continuing to be in short supply, parents of infants are looking for creative ways to get their hands on that precious Enfamil—but a simple, seemingly ingenious solution that’s going viral right now will not work as described. The suggestion that’s spreading on Facebook and Twitter advises parents to go to Amazon and change their account’s country from the U.S. to Canada.
The claim is that if you do this, you will be rewarded with all kinds of baby formula-purchasing options—because Canada doesn’t have a major formula shortage. The problem, however, comes when you want to get the formula (or anything else) actually delivered from Amazon Canada. The company will only ship products within Canada, so unless you have a friend in Manitoba, it’s not going to work.
Amazon’s shipping restrictions page says:
Certain restrictions prevent us from shipping certain products to all geographical locations. Restrictions for specific items may require the purchaser to provide additional information in order to ship the item.
You might be able to find a third-party formula shipper on Amazon, but this is expensive in terms of shipping costs, and it might not be legal, depending on the kind of formula being imported.
The FDA’s role in all this
The larger issue of why the U.S. as a nation doesn’t import more baby formula is more complicated than Amazon’s rules. Only about 2% of the U.S.’s formula comes from foreign sources. February’s recall from major manufacturer Abbott threw off our delicate national formula supply chain, and correcting the problem presents some serious challenges.
If it was some other commodity, maybe more could have been imported quickly, but we’re particular about our baby formula. Formula has to meet the FDA’s nutritional standards and other requirements to be sold here. While European brands of formula generally meet or exceed the FDA’s nutritional requirements, (so much so that there’s a black market for foreign formula) the packaging and other aspects of the products are a different story.
The recall and FDA approval is only part of the story—the rest is economics.
Tariffs and dairy protection
In order to protect the U.S. dairy farming industry and U.S. formula manufacturers, the tariff on importing baby formula is set at 17.5% for most kinds of infant formula. The recently revamped NAFTA agreement actually raised the cost of importing Canadian formula, discouraging anyone from building a new plant there, and making it costly to import any excess from Canadian factories.
Light at the end of the tunnel?
While there’s no way to change tariffs quickly, the government is taking other steps to try to end the crisis. The FDA this week announced plans to ease the shortage through loosening up some of its rules (but not the ones covering nutritional requirements), and Abbot today announced its facility should be back online, with new safety standards in place, in a couple weeks.
NS gas prices jump by 9.5 cents – CTV News Atlantic
Tuesday was another record-breaking day for gas prices in Nova Scotia after they jumped by 9.5 cents overnight — just four days after they had reached $2 per litre in some parts of the province.
The minimum price of regular self-serve is now $2.08 per litre in the Halifax area, or Zone 1. The new maximum price is $2.10.
The biggest jump was in Cape Breton, or Zone 6, where the minimum price of regular self-serve gas is now $2.10 per litre. The maximum price is $2.12.
There were long lineups at some Nova Scotia gas stations Monday night after the Utility and Review Board announced that it would invoke its interrupter clause at midnight.
The price of diesel did not change Monday. However, the UARB said Tuesday that it would invoke the interrupter clause, and the price of diesel oil would be adjusted at midnight.
The price of gasoline won’t be affected by the adjustment.
The UARB said the price adjustments are “necessary due to significant shifts in the market price” of gasoline and diesel.
Gas prices are showing no signs of letting up as the average price in Canada tops $2 a litre for the first time.
Natural Resources Canada says the average price across the country for regular gasoline hit $2.06 per litre on Monday for an all-time high.
The average was a nine-cent jump from the $1.97 per litre record set last week, and is up about 30 cents a litre since mid-April.
Gas prices have been climbing steadily since late February when oil spiked to around US$100 a barrel after Russia invaded Ukraine. The price jumped to over US$110 per barrel last week.
Record-high gas prices fuel frustration
When Sam Vatcher saw the price at the pumps in Halifax this morning, she was shocked.
“I don’t know how anyone is going to drive anywhere,” said Vatcher.
The latest prices have SUV driver Bill Foster wondering how he will be able to afford fuel going forward.
“I’ve got to get kids to sports and I’ve got to get kids to school,” said Foster. “Other stuff is going to have to get cut out just to pay for gas.”
In addition to the conflict in Ukraine, gas analyst Patrick Dehaan says the high gas prices are also largely linked to the pandemic.
“Canadians and Americans’ global consumption plummeted along with oil prices,” said Dehaan. “To the degree that oil companies started shutting down production. That was the problem.”
Dehaan said, during the pandemic, oil production went offline. Then, as the economy reopened, Canadians started leaving their homes and travelling more.
“Global demand started going back up,” he explained. “But because of the shutdowns, we very quickly developed an imbalance between supply-and-demand that has grown over time.”
As a result, some feel Canadian consumers will move away from oil and gas in favour of electric vehicles.
Electric vehicle advocate Kurt Sampson says he tells his children every day, “when you are older, and when you grow up it will be the opposite. Everybody will be driving electric vehicles.”
Sampson has an app on his phone that tracks fuel savings. By switching to an electric vehicle and not purchasing gas, he is on pace to have yearly savings in the range of $8,000.
“Electric vehicles are cheaper to own and operate,” said Sampson. “If you do the long-term calculation, not just a sticker price, they will save you money. They are also better for the environment.”
Sampson said drivers are increasingly switching to electric vehicles, and with fuel prices continuing to climb, he expects the trend to increase even more in the coming years.
A report on wildfire in Lytton, B.C., says more community fireproofing needed
Liberals move to bar sanctioned Russians from Canada through immigration amendments
Alberta premier to learn fate Wednesday in party review of his job performance
Silver investment demand jumped 12% in 2019
Europe kicks off vaccination programs | All media content | DW | 27.12.2020 – Deutsche Welle
Global Media Markets, 2015-2020, 2020-2025F, 2030F – TV and Radio Broadcasting, Film and Music, Information Services, Web Content, Search Portals And Social Media, Print Media, & Cable – GlobeNewswire
News13 hours ago
Ghosts of History Arise
Tech17 hours ago
Apple Podcasts Update Enables Annual Subscriptions – PCMag
Science21 hours ago
Peek-a-Boo Moon: Astronaut on Space Station Captures Spectacular Photos of the Lunar Eclipse – SciTechDaily
News24 hours ago
Getting to know Canada’s immigration categories – Canada Immigration News
Economy22 hours ago
Opinion: Tokenization, not crypto, is the future for Canada's digital economy – The Globe and Mail
News12 hours ago
US’ easing of travel and remittances to Cuba met with contention
Tech4 hours ago
Apple iOS 15.5 Release: Should You Upgrade? – Forbes
Science22 hours ago
African scientists and technology could drive future black hole discoveries – The Conversation Africa