Twitter Responds to Musk’s Claims, Calls Them ‘Excuses’

Twitter denied in a court filing that it had deprived its would-be acquirer, billionaire and Tesla CEO Elon Musk, of necessary information or misrepresented details about its business.

Musk originally made those charges to justify his attempt to back out of a $44 billion deal to buy the social platform, which he later claimed was infested with much larger numbers of “spam bots” and fake accounts than Twitter had disclosed.

The fate of that acquisition, which Musk agreed to without taking the time to examine the details of Twitter’s business, now rests with a Delaware court where Twitter sued to force Musk to complete the deal. The case is scheduled to go to trial on October 17.

The court’s decision could ultimately determine the future of a social platform used daily by 238 million people around the globe — a small audience by the standards of Facebook and other major platforms, but one that include political leaders, major entertainers and experts on a variety of subjects. Until January 2021, it was also home to the then-US president, Donald Trump.

In an unexpected twist, Twitter was able to file its response to Musk before Musk's own counterclaims surfaced in public. A judge ruled on Wednesday that Musk's counterclaim will be made public by Friday.

Parts of Musk’s counterclaim, however, were included in Twitter’s response. These include accusing the company of fraud and “delay tactics” and only providing Musk “sanitized, incomplete information” in answer to his questions about spam accounts and other company metrics.

While Twitter has claimed that Musk is inventing reasons to get out of buying the company, Musk's lawyers say that Twitter is the one holding back the deal by “dragging its feet” and providing insufficient data to the billionaire's requests.

In a reply filed Thursday in Delaware Chancery Court, Twitter calls Musk’s reasoning “a story, imagined in an effort to escape a merger agreement that Musk no longer found attractive.”

“The Counterclaims are a made-for-litigation tale that is contradicted by the evidence and common sense,” Twitter's response says. “Musk invents representations Twitter never made and then tries to wield, selectively, the extensive confidential data Twitter provided him to conjure a breach of those purported representations.”

At the same time, the response says, Musk also accused Twitter of breaching their agreement by “stonewalling” his information requests.

Representatives for Musk did not immediately return a message for comment Thursday, although Musk briefly talked about Twitter at Tesla's annual shareholders meeting Thursday.

He told an audience at Tesla's factory near Austin, Texas, that Twitter fit into the grand vision for his holding company. He said that since he uses Twitter a lot, with more than 100 million followers, he knows what to do with it.

“I do understand the product quite well,” he said. “So I think I've got a good sense of where to point the engineering team at Twitter to make it radically better,” he said.

Attorneys for Musk had wanted to file a public version of their answer and counterclaims in Delaware court Wednesday. But Twitter attorneys complained that they needed more time to review and potentially redact Musk’s sealed filing, saying it refers “extensively” to internal Twitter information and data given to Musk.

Musk, the world’s richest man, agreed in April to buy Twitter and take it private, offering $54.20 a share and vowing to loosen the company’s policing of content and to root out fake accounts. Among other things, Musk said he would restore Trump — who was banned from Twitter following the January 6, 2021, riots at the US Capitol — to the platform.

But Musk said in July that he wanted to back out of the deal, prompting Twitter to file a lawsuit to hold him to the “seller-friendly” agreement.

Musk says Twitter has failed to provide him enough information about the number of fake accounts on its service. Twitter argues that Musk, CEO of electric car maker and solar energy company Tesla Inc., is deliberately trying to tank the deal because market conditions have deteriorated and the acquisition no longer serves his interests.

Either Musk or Twitter would be entitled to a $1 billion breakup fee if the other party is found responsible for the agreement failing. Twitter wants more, however, and is seeking a court order of “specific performance” directing Musk to follow through with the deal.

The US Department of Commerce is considering revoking authorizations granted in recent years to global chipmakers Samsung, SK Hynix and TSMC, making it more difficult for them to receive US goods and technology at their plants in China, according to people familiar with the matter.

The chances of the United States withdrawing the authorizations are unclear. But with such a move, it would be harder for foreign chipmakers to operate in China, where they produce semiconductors used in a wide range of industries, Reuters said.

A White House official said the United States was "just laying the groundwork" in case the truce reached between the two countries fell apart. But the official expressed confidence that the trade agreement would go forward and that rare earths would flow from China, as agreed.

"There is currently no intention of deploying this tactic," the official said. "It's another tool we want in our toolbox in case either this agreement falls through or any other catalyst throws a wrench in bilateral relations."

Shares of US chip equipment makers that supply plants in China fell when the Wall Street Journal first reported the news earlier on Friday. KLA Corp dropped 2.4%, Lam Research fell 1.9% and Applied Materials sank 2%. Shares of Micron, a major competitor to Samsung and SK Hynix in the memory chip sector, rose 1.5%.

A TSMC spokesman declined comment. Samsung and Hynix did not immediately respond to requests for comment. Lam Research, KLA and Applied Materials did not immediately respond, either.

In October 2022, after the United States placed sweeping restrictions on US chipmaking equipment to China, it gave foreign manufacturers like Samsung and Hynix letters authorizing them to receive goods.

In 2023 and 2024, the companies received what is known as Validated End User status in order to continue the trade.

A company with VEU status is able to receive designated goods from a US company without the supplier obtaining multiple export licenses to ship to them. VEU status enables entities to receive US-controlled products and technologies "more easily, quickly and reliably," as the Commerce Department website puts it.

The VEU authorizations come with conditions, a person familiar with the matter said, including prohibitions on certain equipment and reporting requirements.

“Chipmakers will still be able to operate in China," a Commerce Department spokesperson said in a statement when asked about the possible revocations. "The new enforcement mechanisms on chips mirror licensing requirements that apply to other semiconductor companies that export to China and ensure the United States has an equal and reciprocal process.”

Industry sources said that if it became more difficult for US semiconductor equipment companies to ship to foreign multinationals, it would only help domestic Chinese competitors.

"It’s a gift," one said.

Twitter Responds to Musk’s Claims, Calls Them ‘Excuses’