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With Musk bailing on the Twitter takeover, the CEO of Tesla and SpaceX would have to pay a $1 billion breakup fee to Twitter (and he could be the target of additional litigation), unless he is able to prove Twitter significantly misled him about factors related to the company's value.

"Mr. Musk is terminating the Merger Agreement because Twitter is in material breach of multiple provisions of that Agreement, appears to have made false and misleading representations upon which Mr. Musk relied when entering into the Merger Agreement, and is likely to suffer a Company Material Adverse Effect (as that term is defined in the Merger Agreement)," said the letter to Twitter.

In response, the chair of Twitter's board, Bret Taylor, tweeted that the board is "committed to closing the transaction on the price and terms agreed upon" with Musk and "plans to pursue legal action to enforce the merger agreement. We are confident we will prevail in the Delaware Court of Chancery."

The trial court in Delaware frequently handles business disputes among the many corporations, including Twitter, that are incorporated there.

Former President Donald Trump weighed in on his own social platform, Truth Social: "THE TWITTER DEAL IS DEAD, LONG LIVE THE 'TRUTH'". Musk said in May that he would allow Trump, who was banned from Twitter following the Jan. 6, 2021, riot at the U.S. Capitol, back onto the platform.

Much of the drama surrounding the deal has played out on Twitter, with Musk — who has more than 100 million followers — lamenting that the company was failing to live up to its potential as a platform for free speech.

On Friday, shares of Twitter fell 5% to $36.81, well below the $54.20 that Musk agreed to pay. Shares of Tesla, meanwhile, climbed 2.5% to $752.29. After the market closed and Musk's letter was published, Twitter's stock continued to decline while Tesla climbed higher.

"This is a disaster scenario for Twitter and its board," Wedbush analyst Dan Ives wrote in a note to investors. He predicted a long court fight by Twitter to either restore the deal or get the $1 billion breakup fee.

On Thursday, Twitter sought to shed more light on how it counts spam accounts in a briefing with journalists and company executives. Twitter said it removes 1 million spam accounts each day. The accounts represent well below 5% of its active user base each quarter.

To calculate how many accounts are malicious spam, Twitter said it reviews "thousands of accounts" sampled at random, using both public and private data such as IP addresses, phone numbers, location and account behavior when active, to determine whether an account is real.

Last month, Twitter offered Musk access to its "fire hose" of raw data on hundreds of millions of daily tweets, according to multiple reports at the time, though neither the company nor Musk confirmed that.

One of the chief reasons Musk gave for his interest in taking Twitter private was his belief he could add value to the business by getting rid of its spam bots — the same problem that he's now citing as a reason to end the deal.

"This whole process has been bizarre," said Christopher Bouzy, founder of research firm Bot Sentinel, which tracks fake Twitter accounts used for disinformation or harassment. "He knew about this problem. It's odd that he would use bots and trolls and inauthentic accounts as a way of getting out of the deal."

On the other hand, Bouzy said, the letter from Musk's legal team makes some valid critiques of Twitter's lack of transparency, including its apparent refusal to provide Musk with the same level of internal data it offers some of its big customers.

"It just seems as if they're hiding something," said Bouzy, who also believes the number of fake or spam Twitter accounts is higher than what the company has reported.

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