Elon Musk's Twitter takeover: Almost all of your questions answered

Elon Musk wants to make Twitter his privately owned passion project. So how did we get here?

Elon Musk speaks to host Chris Anderson at SESSION 11 at TED2022: A New Era on April 14, 2022, Vancouver, BC, Canada. Photo: Ryan Lash / TED

Musk's bid to buy Twitter — hostile in both tone and form — has sent users, employees and executives into a frenzy. What happens now is anyone’s guess.

Photo: Ryan Lash / TED

Elon Musk won’t stop until he turns Twitter into the social network he wants it to be. The Tesla CEO rejected a board seat after acquiring a sizable stake in the company because, as it turns out, he wanted to buy the whole damn thing — and now he has.

Musk is buying Twitter for $54.20 per share, or approximately $44 billion. The bid — hostile in both tone and form — sent Twitter users, employees and executives into a frenzy, and it's unclear exactly what happens now.

So how did we get here, exactly? Let’s break it down.

What's the latest?

On May 13, Musk tweeted that the deal is “temporarily on hold” as he presses the company on how it estimates the number of bot accounts on the platform. (“On hold” doesn’t mean much, because the deal has to be completed or not by Oct. 24.)

On May 14, Twitter CEO Parag Agrawal tweeted defending the company's estimates that less than 5% of reported daily active users are spam accounts. Musk publicly trolled Agrawal, tweeting a poop emoji at him and questioning whether advertisers can trust Twitter’s accounting of its bot problem in an apparent bid to renegotiate the deal for a lower price or back out of it altogether.

The following day, Musk continued to dispute Twitter's spam bot numbers at a tech conference in Miami and said it was "not out of the question" that he might renegotiate the deal at a lower price — a move that isn't contemplated in his binding purchase agreement.

On May 17, Twitter invited shareholders to an upcoming (but as yet unscheduled) special meeting to vote on Musk's takeover offer, a sign that it anticipates the deal moving ahead. Twitter's board also said it intends to "close the transaction and enforce the merger agreement" in a statement to Bloomberg.

Why does Elon Musk want to buy Twitter?

Musk has said he started buying shares in Twitter as a way to gain influence and steer the company in the direction that he sees fit. He was offered a board seat and said he intended to use it to make what he saw as “significant improvements” to the service. But after finding out that board members don’t make product decisions — and can’t tweet antagonistic suggestions to the company’s executives — he rejected the offered seat, along with the stand-still agreement it came with, and within days made a bid to buy Twitter outright, saying in a filing that he doesn’t have “confidence in management.”

"This is not about the economics. It's for the moral good," Musk said at a TED conference on April 14.

What led to Musk’s takeover bid?

Musk began quietly buying shares at the end of January. By mid-March, he acquired a 5% stake that required prompt disclosure — but he didn’t make the correct filings on time. By the time he did belatedly file the wrong form, he had 9.1% of the company. As he was buying shares, he’d also been in talks with Twitter leadership about a board seat for weeks. On Monday, April 4, he revealed his stake publicly and Twitter offered him a board seat. On April 9, he declined the board seat, and Twitter revealed his decision the next day. On April 12, investors sued Musk for failing to disclose his stake and his intentions toward the company on time.

How does Musk want to transform Twitter?

The Tesla CEO has said he wants to make Twitter more “free speech” friendly and open-source the algorithm that ranks and displays tweets. Critics say those changes would let bots and trolls overrun Twitter with abusive tweets and spam and likely drive away users and advertisers. In other words, the opposite of what Twitter needs right now — at least when it comes to appeasing shareholders. If Musk takes the company private, he can do whatever he wants

He also has a few ideas on how to make Twitter less dependent on ads as its primary revenue driver. Some of his plans include slashing the salaries of board members to a whopping $0, boosting revenue by finding new ways to monetize tweets, and adding more features to the $2.99/month Twitter Blue subscription service, including the verified blue check mark, an ad-free interface and additional edit capabilities.

Why is Musk so obsessed with Twitter, anyway?

Though he’s now known as Twitter’s troll-in-chief, for years Musk wasn’t very active on the service. In his first tweet, he said he was only on the service to prevent impersonators from taking his username. He started getting more vocal in 2017 to savage Tesla short sellers, and things snowballed from there. Twitter became Musk’s announcement venue for everything from SpaceX launches to philanthropic endeavors to calling a rescue diver “pedo guy,” an insult that instigated just one of a handful of legal battles over his tweets. He’s garnered a captive audience of more than 81 million followers, enough so even a tweet as simple as “oh hi lol” gets more than 950,00 likes and close to 60,000 retweets.

So, what’s next?

Under the agreement, the deal must be consummated by Oct. 24, 2022, subject to regulatory and shareholder approval. He said in a statement announcing the deal that he wants to make Twitter "better than ever" by making its algorithm open source, "defeating spam bots" and "authenticating all humans."

Musk still needs to finalize his funding for the deal. He's already reduced the debt component by lining up more equity funding, including money from Oracle founder Larry Ellison, a16z, Sequoia Capital, and Binance. Prince Alwaleed Bin Talal, a longtime Twitter shareholder, is rolling his stake into the deal, and Musk has talked to Twitter co-founder Jack Dorsey about doing the same.

The company filed a proxy statement, a filing that sets up matters for shareholders to vote on at its annual meeting, which is scheduled for May 25. One of those issues is whether to change Twitter’s board structure so directors are elected for one-year terms, rather than three-year terms. Ironically, Twitter’s board has been pushing this change for a while, even though it would make a takeover easier to accomplish; it’s seen as a shareholder-friendly measure. Shareholders had to approve the change by an 80% margin, and even after Twitter delayed a vote last year to garner more support, the measure narrowly failed.

Twitter also called for a special meeting of shareholders to vote on Musk's merger proposal. That meeting hasn't been scheduled yet.

What do Twitter employees think about all of this?

As the drama over the deal has unfolded, several of Twitter’s senior employees have left the company (some of their own volition). Two top executives, Kayvon Beykpour and Bruce Falck, were ousted on May 12. Twitter also froze hiring and implemented budget cuts last week. Three more senior employees departed May 17: Ilya Brown, the company's vice president of product management, Katrina Lane, vice president of Twitter Service, and Max Schmeiser, head of data science, left the company on Tuesday for other opportunities, though Brown tweeted that his departure has nothing to do with Musk’s takeover.

Twitter is also reportedly preparing for a potential exodus of employees, many due to their criticisms of Musk's ideas to implement a more hands-off approach to content moderation.

Are you a Twitter employee and want to chat with Protocol? Reach out to Anna Kramer at akramer@protocol.com or via Signal at 610-701-1197.


Niantic’s future hinges on mapping the metaverse

The maker of Pokémon Go is hoping the metaverse will deliver its next big break.

Niantic's new standalone messaging and social app, Campfire, is a way to get players organizing and meeting up in the real world. It launches today for select Pokémon Go players.

Image: Niantic

Pokémon Go sent Niantic to the moon. But now the San Francisco-based augmented reality developer has returned to earth, and it’s been trying to chart its way back to the stars ever since. The company yesterday announced layoffs of about 8% of its workforce (about 85 to 90 people) and canceled four projects, Bloomberg reported, signaling another disappointment for the studio that still generates about $1 billion in revenue per year from Pokémon Go.

Finding its next big hit has been Niantic’s priority for years, and the company has been coming up short. For much of the past year or so, Niantic has turned its attention to the metaverse, with hopes that its location-based mobile games, AR tech and company philosophy around fostering physical connection and outdoor exploration can help it build what it now calls the “real world metaverse.”

Keep Reading Show less
Nick Statt

Nick Statt is Protocol's video game reporter. Prior to joining Protocol, he was news editor at The Verge covering the gaming industry, mobile apps and antitrust out of San Francisco, in addition to managing coverage of Silicon Valley tech giants and startups. He now resides in Rochester, New York, home of the garbage plate and, completely coincidentally, the World Video Game Hall of Fame. He can be reached at nstatt@protocol.com.

Every day, millions of us press the “order” button on our favorite coffee store's mobile application: Our chosen brew will be on the counter when we arrive. It’s a personalized, seamless experience that we have all come to expect. What we don’t know is what’s happening behind the scenes. The mobile application is sourcing data from a database that stores information about each customer and what their favorite coffee drinks are. It is also leveraging event-streaming data in real time to ensure the ingredients for your personal coffee are in supply at your local store.

Applications like this power our daily lives, and if they can’t access massive amounts of data stored in a database as well as stream data “in motion” instantaneously, you — and millions of customers — won’t have these in-the-moment experiences.

Keep Reading Show less
Jennifer Goforth Gregory
Jennifer Goforth Gregory has worked in the B2B technology industry for over 20 years. As a freelance writer she writes for top technology brands, including IBM, HPE, Adobe, AT&T, Verizon, Epson, Oracle, Intel and Square. She specializes in a wide range of technology, such as AI, IoT, cloud, cybersecurity, and CX. Jennifer also wrote a bestselling book The Freelance Content Marketing Writer to help other writers launch a high earning freelance business.

Supreme Court takes a sledgehammer to greenhouse gas regulations

The court ruled 6-3 that the EPA cannot use the Clean Air Act to regulate power plant greenhouse gas emissions. That leaves a patchwork of policies from states, utilities and, increasingly, tech companies to pick up the slack.

The Supreme Court struck a major blow to the federal government's ability to regulate greenhouse gases.

Eric Lee/Bloomberg via Getty Images

Striking down the right to abortion may be the Supreme Court's highest-profile decision this term. But on Thursday, the court handed down an equally massive verdict on the federal government's ability to regulate greenhouse gas emissions. In the case of West Virginia v. EPA, the court decided that the agency has no ability to regulate greenhouse gas pollution under the Clean Air Act. Weakening the federal government's powers leaves a patchwork of states, utilities and, increasingly, tech companies to pick up the slack in reducing carbon pollution.

Keep Reading Show less
Brian Kahn

Brian ( @blkahn) is Protocol's climate editor. Previously, he was the managing editor and founding senior writer at Earther, Gizmodo's climate site, where he covered everything from the weather to Big Oil's influence on politics. He also reported for Climate Central and the Wall Street Journal. In the even more distant past, he led sleigh rides to visit a herd of 7,000 elk and boat tours on the deepest lake in the U.S.


Can crypto regulate itself? The Lummis-Gillibrand bill hopes so.

Creating the equivalent of the stock markets’ FINRA for crypto is the ideal, but experts doubt that it will be easy.

The idea of creating a government-sanctioned private regulatory association has been drawing more attention in the debate over how to rein in a fast-growing industry whose technological quirks have baffled policymakers.

Illustration: Christopher T. Fong/Protocol

Regulating crypto is complicated. That’s why Sens. Cynthia Lummis and Kirsten Gillibrand want to explore the creation of a private sector group to help federal regulators do their job.

The bipartisan bill introduced by Lummis and Gillibrand would require the CFTC and the SEC to work with the crypto industry to look into setting up a self-regulatory organization to “facilitate innovative, efficient and orderly markets for digital assets.”

Keep Reading Show less
Benjamin Pimentel

Benjamin Pimentel ( @benpimentel) covers crypto and fintech from San Francisco. He has reported on many of the biggest tech stories over the past 20 years for the San Francisco Chronicle, Dow Jones MarketWatch and Business Insider, from the dot-com crash, the rise of cloud computing, social networking and AI to the impact of the Great Recession and the COVID crisis on Silicon Valley and beyond. He can be reached at bpimentel@protocol.com or via Google Voice at (925) 307-9342.


Alperovitch: Cybersecurity defenders can’t be on high alert every day

With the continued threat of Russian cyber escalation, cybersecurity and geopolitics expert Dmitri Alperovitch says it’s not ideal for the U.S. to oscillate between moments of high alert and lesser states of cyber readiness.

Dmitri Alperovitch (the co-founder and former CTO of CrowdStrike) speaks at RSA Conference 2022.

Photo: RSA Conference

When it comes to cybersecurity vigilance, Dmitri Alperovitch wants to see more focus on resiliency of IT systems — and less on doing "surges" around particular dates or events.

For instance, whatever Russia is doing at the moment.

Keep Reading Show less
Kyle Alspach

Kyle Alspach ( @KyleAlspach) is a senior reporter at Protocol, focused on cybersecurity. He has covered the tech industry since 2010 for outlets including VentureBeat, CRN and the Boston Globe. He lives in Portland, Oregon, and can be reached at kalspach@protocol.com.

Latest Stories