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Twitter: Elon Musk's Counterclaims Fail To Justify His Plan To Dishonor Merger Agreement

In the Delaware Court of Chancery, Twitter Inc. (TWTR) has filed a response to the Counterclaims of Elon Musk, X Holdings I, Inc., and X Holdings II, Inc. In the filing, Twitter Inc. (TWTR) stated that the company has complied in every respect with the merger agreement. Twitter described the Counterclaims as an entirely new set of excuses for Elon Musk's breach. The company said its SEC disclosures are accurate.

"Musk's Counterclaims, based as they are on distortion, misrepresentation, and outright deception, change nothing. Musk signed and is obligated to consummate the merger agreement. Twitter is entitled to specific performance," Twitter noted.

On August 29, 2022, Musk's advisors sent a letter to Twitter formally notifying Twitter that Elon Musk is terminating their merger agreement for additional bases separate and distinct from those bases set forth in the July 8, 2022 letter to Twitter terminating their merger agreement on that date. The letter was based on a whistleblower report filed by Peiter Zatko, Twitter's former chief security officer, on July 6, 2022. The Musk parties believe his allegations, if true, demonstrate that Twitter has breached the provisions of the merger agreement. Zatko Complaint alleges misconduct at Twitter, that is likely to have severe consequences for Twitter's business, Musk's advisors noted.

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