Your reply merely clarifies that this sale is not a hostile takeover. It doesn’t seem to answer the question, “What caused the board to change the direction 180 and now closing the deal with Musk?”
The threat of the poison pill was likely just a negotiating tactic.
It is like when an athlete's agent puts out a press release about how the player doesn't feel valued at the current club, etc, etc when they're in the middle of negotiations making it seem like they're very open to jumping ship and stirring up a groundswell of emotions from the fans. But really they're just looking for a bit more in their contract. Deal closes, player signs, the statements are forgotten in a week or two.
We'll probably never know exactly what the points of contention were in the twitter deal.
The thing is though that the price stayed the same. Elon didn't raise his price so their plan backfired? Unless you mean some additional benefits that they get?
It could just be a reflexive "no" until they had time to evaluate. Things that changed since Musk's original surprise announcement are 1) Twitter probably evaluated its future plans and worth, 2) Musk was forced to reveal concrete financing plans to prove it wasn't an offhand joke or a hostile takeover (recall, he bought a lot of shares in secret, which is an alarming sign), and 3) the stock market in general, and probably shareholders, reacted positively, which signals to the board the deal was worth doing.
Last week’s offer was a non-binding proposal (from someone with a track record of saying “funding secured” for going private transactions that were not in fact secured). The pill forced Elon to come back with a real offer that disclosed specifics about the financing. It may be the same price but it’s not the same offer as last week.
1. Elon Musk proved he was serious by arranging the funding.
2. Elon Musk threatened to sue the board for breach of fiduciary duty — claiming the sale was a good price and shareholders were harmed by not taking it.
And possibly a quiet third:
3. Twitter asked around and no one else was willing to offer a higher price — particularly given the downward trend of markets at present.
I think the board caved when it became clear they’d be personally liable if they refused on purely political grounds.
Regarding #2, it isn't so simple for the board, they have large institutional shareholders and sovereign wealth funds, including activist Elliot Management who can sue the board if they think the board is accepting a offer too low. Elliot[1] famously sued the country of Argentina and seized one of their warships when they defaulted on their debt which Elliot owned, they're the ones who pushed for Dorsey's exit, interesting to see if they will take the offer or squeeze Musk
Elliot Management had an approximately 9% stake when they went after Dorsey [1], but have since liquidated it and own (if any) a significantly smaller portion. They’re not in the top few investors, anymore. [2]
The Twitter board was sued last year due to their deals with Elliot Management — and may not want to face a second, concurrent lawsuit about breach of duty. [3]
Welp billionaires are the new hostile takeover. They can just straight up buy anything they want and skip the 51% vote stuff.
This needs to be prevented in the future. The racist racist at right just bought Twitter because they're tired of being silenced. Users will just go elsewhere, rip Twitter and thanks for making Elon poor, he was getting annoying.
