Twitter is suing Elon Musk to force the tech titan to commit to his bid to purchase the company for $44 billion.
In a filing with the Securities and Exchange Commission last week, Musk said he was seeking to withdraw from the purchase agreement, arguing Twitter had violated it by refusing to turn over information about spam and bot accounts on the site.
In its suit, filed Tuesday, Twitter accused Musk of breaching the purchase agreement while causing its share price to tank.
“Musk apparently believes that he — unlike every other party subject to Delaware contract law — is free to change his mind, trash the company, disrupt its operations, destroy stockholder value,” Twitter said.
Since Musk agreed to buy the company for $54.20 a share in April, Twitter’s share price has sunk to $34.06.
Musk tweeted an apparent response to the lawsuit early Tuesday evening: “Oh the irony lol”
Twitter, whose headquarters is in San Francisco, is suing Musk in Delaware, where its business is registered and where many civil suits involving businesses are often heard. In this case, Twitter will ask a judge to force Musk to make good on his offer to purchase the company at the $44 billion price the two sides agreed upon.
In response to Musk’s accusations that it has not turned over spam account information, Twitter says it hosted multiple information sessions with Musk’s team and discussed Twitter’s processes for calculating its user count and its estimates of spam or false accounts.
It said it also provided “a detailed summary document” that laid out the process the company uses to estimate spam accounts as a percentage of active users.
“The scope of the requests and the deadlines defendants imposed on their satisfaction were unreasonable, disruptive to the business, and far outside the bounds” of the merger agreement, Twitter said — even as it continued to work with Musk to try to respond to the requests.
“From the outset, defendants’ information requests were designed to try to tank the deal,” Twitter said in its complaint. It said Musk’s “increasingly outlandish requests” were not a “genuine examination of Twitter’s processes” but rather “a litigation-driven campaign to try to create a record of non-cooperation on Twitter’s part.”
Twitter has said bot accounts make up about 5% of its 229 million monthly active users.
In response, Twitter said, Musk and his team came up with “increasingly invasive and unreasonable requests,” including demanding “immediate responses to their access requests.”
In the suit, Twitter incorporates the numerous tweets Musk posted as the dispute played out in recent months. The company said the tweets disparaged the company.
“Musk’s conduct simply confirms that he wants to escape the binding contract he freely signed, and to damage Twitter in the process,” Twitter said.
Musk’s office at Tesla did not immediately respond to a request for comment.