Twitter accused Elon Musk of “looking for an excuse” to exit a deal to buy the company because the stock market’s decline meant it was no longer favorable to him.
The social media platform has sued Musk to force completion of the $44 billion (£36.2 billion) takeover after the Tesla and SpaceX boss said he was pulling back.
Musk’s counter-claims against Twitter have yet to be made public, but a lawsuit posted by the social media site directly responds to several of Musk’s allegations – including him accusing Twitter of fraud and hiding the actual number of fake accounts or bot on the platform to move forward with the business.
But in the new lawsuit, Twitter calls Musk’s allegations “factually inaccurate, legally insufficient and commercially irrelevant.”
Twitter labels 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 effort to escape a merger deal that Musk once found unappealing.” that the stock market – and along with it, his enormous personal wealth – has declined in value.”
The company previously posted a rough estimate that around 5% of accounts on the site are bots, a number that Musk has latched onto and contested during the takeover saga — leading to the current legal impasse.
During the acquisition, Twitter gave Musk and his lawyers access to company data to allow them to complete their own analysis, but Musk’s team argued that the data did not provide a clear picture.
In response, Twitter said Musk’s argument was “incoherent”.
“Musk invents representations that Twitter never made and then attempts to selectively manage the extensive confidential data that Twitter has provided him to conjure a violation of those alleged representations,” Twitter says in its filing.
“However, Musk simultaneously and inconsistently claims that Twitter violated the merger agreement by blocking his requests for information.”
Court documents reveal that, in their counterclaim, Musk and his lawyers suggest that their own analysis of the data Twitter provided them found that, in fact, about 10% of Twitter accounts can be categorized as bots — and, therefore, Twitter misrepresented its position.
However, Twitter also reacted to the allegation, arguing that Musk’s team used a “generic web tool” to perform this analysis, which it says has previously identified even Musk’s own account as a bot.
“This claim is untenable because Musk is not measuring the same thing as Twitter or even using the same data as Twitter,” the company says.
“The result is a distortion that Musk hopes will nonetheless make waves.”
Twitter adds that Musk’s aggressive approach to the acquisition deal meant he “waited” any due diligence.
“The counterclaims do not justify Musk’s plan to dishonor the merger agreement,” reads Twitter.
“Musk claims he has the right to withdraw from the deal if Twitter is ‘miscounting’ the number of fake or spam accounts on its platform. This is incorrect – as the facts and terms of the merger agreement show.
“When Musk offered to buy Twitter, he didn’t ask for – and Twitter didn’t make – any representations about the number of fake or spam accounts. The merger agreement does not contain a single reference to fake accounts or spam.
“Neither did Musk ask Twitter for any information to ‘verify’ the number of fake or spam accounts before entering into the merger agreement. On the contrary, Musk has waived all due diligence – giving Twitter 24 hours to accept his take it or leave it offer before presenting it directly to Twitter shareholders.”
The case is due to go to trial in October.