Twitter has published its account of its deal negotiations with Elon Musk, showing he opted out of asking the questions about the social media company's business he has now cited in declaring the $US44 billion ($A63 billion) acquisition is "on hold".
The account, published in Twitter's proxy statement that outlines what shareholders need to know to vote on the deal, paints a picture of Musk in a rush to clinch a deal with his "best and final" offer.
Musk negotiated the Twitter deal at the weekend of April 23 and April 24 without carrying out any due diligence, the proxy statement shows.
Since signing the deal on April 25, Musk has questioned the accuracy of Twitter's public filings about spam accounts representing less than five per cent of its user base, claiming they must be at least 20 per cent. This is despite Twitter stating in its filings that the numbers could be higher than it estimates.
Musk tweeted on Tuesday that Twitter chief executive Parag Agrawal had refused to show proof for his company's estimate and the deal could not move forward until he did.
Twitter's proxy statement shows that in the run-up to the deal Musk made no effort to get information about the issue.
"Mr Musk did not ask to enter into a confidentiality agreement or seek from Twitter any non-public info regarding Twitter," Twitter says in its proxy statement.
Twitter investors appeared convinced that a deal at the agreed price was now out of the question. Twitter shares were trading about $US37.55 on Tuesday afternoon, a discount of more than 30 per cent to the $US54.20 per share deal price.
The Tesla CEO suggested for the first time on Monday at a conference in Miami that the deal could be done at a lower price. He has yet to inform Twitter that he wants to renegotiate the deal.
Legal experts have said Musk would likely lose in court if he tried to walk away from a deal. But they say any litigation would likely be protracted and cast uncertainty over Twitter's business.
Musk is contractually obligated to pay a $US1 billion break-up fee if he does not complete the deal.
Twitter said on Tuesday it remained committed to the deal at the agreed price and expected it to be completed in 2022.
Australian Associated Press
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