《We Chinese in America》Media Editor Tang Zhao, April 17, 2022】Musk believes the Twitter issue is censoring speech, and he may ally with Twitter shareholders seeking reform to turn Twitter into a bastion of freedom. ( Photo from The Hindu Business Line)

Twitter's board of directors unanimously resolved on the 15th to launch a "poison pill" for the $43 billion takeover offer of the world's richest man, Tesla, and SpaceX CEO Elon Musk. The special board is working hard to block Musk's takeover, or to buy more negotiating time.

Twitter's board of directors said on the 15th that when Musk increases Twitter's shareholding from the current 9% to more than 15%, it will start a "shareholder equity plan", and shareholders "will realize the value of investing in Twitter.", that is, if someone wants to acquire a shareholder’s shareholding, they must pay a considerable premium.

"Shareholders' Equity Plan" is the official name of the poison pill clause. Although Twitter has not disclosed the specific details, the general operation is to issue a large number of new shares. Except for the acquirer who triggers the poison pill clause, all investors can use lower price of the stock to purchase the stock shares, and the buyer must pay a huge price to buy all the shares.

PeopleSoft does the same against Oracle

Twitter’s move is aimed at blocking Musk’s acquisition or gaining more time to negotiate with all parties for a better outcome. Twitter sacrifices "poison pill" to block Musk's hostile takeover, there was a similar case in 2003.

In 2003, Oracle proposed to acquire PeopleSoft, a management system company, at a price of $5.1 billion. PeopleSoft's board of directors tried to stop the matter, launched the "poison pill", increased the potential cost of enterprises, and launched legal battles. After 18 months of hard work, Oracle successfully acquired PeopleSoft at a price of up to $11.1 billion.

Carliss Chatman, an associate professor of law at Washington and Lee University, said the poison pill "was very effective" and that after its introduction in the 1980s, "hostile takeovers" of forced takeovers regardless of board consent have declined.

Wall Street may see Twitter as 'weak'

But the terms of the poison pill are also double-edged, and Dan Ives, an analyst at asset management firm Wedbush Securities, said Wall Street could see Twitter's poison pill as a "sign of weakness," affecting its perception of Twitter.

The board of directors may be sued by shareholders

The board of directors that offers the terms of the poison pill may also be sued by shareholders. For example, when shareholders think that the offer price is very attractive; Musk proposed to buy Twitter for $54.2 per share, which is more than 9% higher than the closing price on the 13th. That is 38% higher than the stock price before Musk disclosed in early April that he had bought a large stake in Twitter.

Musk has yet to respond specifically to this. Edward Rock, a scholar of corporate governance at New York University Law School, said Musk would show he was serious if he did one of two things next. The first is to put forward a specific plan for how to obtain 43 billion yuan in cash. The second is to launch a battle to replace board members with a large number of shares held to influence the decision-making of the board of directors.

Locke said that if there is neither, it shows that Musk is not really buying the company, and his move may just be another "Twitter whirlwind."

(Source: Compiled from Online Information)

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【《We Chinese in America》Media Editor Tang Zhao, April 16, 2022】Amazon founder Jeff Bezos voted in favor of Musk's Twitter poll asking whether social media giant Twitter's San Francisco headquarters should be "converted to homeless shelter." (Reuters)

Elon Musk held a Twitter poll on Saturday asking whether the social media giant Twitter's San Francisco headquarters should be "converted into a homeless shelter, and no one shows up (to work) anyway," Amazon founder Bey said. Jeff Bezos voted yes.

Of those who responded to Musk's poll, 91.3 percent voted yes, including Bezos, who said: "Or modify some of it. It will work well, and it will be convenient for employees who want to volunteer." Musk recently became Twitter's largest shareholder, disclosing a 9.2% stake in the company on April 4. On April 14, he made a cash offer to buy Twitter.

A homeless shelter, named Mary's Place, opened in March 2020 to provide "shelter and support" for homeless families, with up to a maximum of one night stay in the Seattle headquarters of Bezos' Amazon. 200 people and provide food for temporary occupants. The shelter also has a clinic, office, computer room, and provides pro bono legal assistance.

(Source: Compiled from Online Information)

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【《We Chinese in America》Media Editor Tang Zhao, April 17, 2022】Photo released by Buckingham Palace on the 10th show that Queen Elizabeth II of the United Kingdom inaugurated the "Queen Elizabeth Department" of the Royal London Hospital by video from Windsor Castle on the 6th. (Getty Images)

For the first time in 52 years, Queen Elizabeth II, who will turn 96, will not attend the Easter Sunday service in Windsor Castle on the 17th, CNN reported. This is the Queen's second absence from public events after missing the royal family's "Royal Maundy Service" on the 14th, but other members of the royal family are expected to attend the Easter service on the 17th as scheduled.

Queen Elizabeth II, the head of the Church of England, has recently reduced her attendance at public events due to mobility issues. Although Queen Elizabeth II attended the memorial service for her late husband, Prince Philip, in March, she did not attend the Royal Maundy Service on the 14th of this month, which is an important event before Easter in the royal calendar.

This is the first time since 1970 that the Queen has not attended Royal Maundy Service. In her place, Crown Prince Charles followed the tradition and sent special commemorative coins for " Royal Maundy Service " to the elderly. The number of people who are eligible to receive each year is related to the Queen's age. The Queen turned 96 on April 21 this year, so the eligible recipients are 96 men and 96 men.

The Queen was diagnosed with COVID in February this year and has mild cold symptoms but continues to perform light work at Windsor Castle; although she is currently in good health, she has some problems with her mobility. Recently, she has gradually appointed other senior members of the royal family to attend public events.

(Source: World News Network)

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【《We Chinese in America》Media Editor Tang Zhao, April 15, 2022】The latest speculation:  Advocating free speech, Musk offers to buy Twitter, can the Trump account be "resurrected"?

Elon Musk, the world's richest man, launches a hostile takeover of Twitter. Elon Musk seems prepared to take over Twitter, one way or another. (Jim Watson/Agence France-Presse — Getty Images)

Billionaire Elon Musk said he proposed buying Twitter because he believed it was important "to be an inclusive place for free speech." Former U.S. President Donald Trump described Twitter as boring, and even if the account is restored, he may not return.

Elon Musk, chief executive of electric car maker Tesla, was interviewed at the TED Conference today by conference curator and former Wired editor Chris Anderson, Reuters reported.

"Having an extremely trusted, broadly inclusive public platform is extremely important to the future of civilized society," Musk said.

Musk also said he had enough assets to make the deal, without providing details.

Hours before his comments, Musk proposed to buy Twitter for an estimated $43 billion, making Twitter private.

Musk, who disclosed that he owns a 9.2 percent stake in Twitter, declined to join Twitter's board earlier this week.

Saudi Arabian investor Prince Alwaleed bin Talal, who describes himself as "one of Twitter's largest and long-term shareholders", opposed the takeover proposal, saying Musk undervalued Twitter.

"I don't think Musk's proposal ($54.20 per share) comes close to Twitter's intrinsic value based on the company's growth prospects," Prince Alwaleed tweeted.

In addition, Musk's proposed takeover has raised speculation about whether Trump's account will be reinstated if he succeeds in buying the social media platform.

But Trump said in an interview yesterday that he "may not have any interest" in returning to the platform. "You know, Twitter is getting very boring, they're excluding a lot of good speech...a lot of conservative speech," he said.

Trump, who had nearly 90 million followers on Twitter, had his account permanently suspended after supporters attacked the U.S. Congress on January 6 last year, citing the risk of "further incitement to violence".

(Source: Central News Agency)

(Source: County of San Diego Communications Office)

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