Twitter / Musk
A fairness opinion for a deal the buyer tried to walk away from — read it next to the litigation to see where the analysis held up.
38 sections, 148,696 words.
- Transaction Summary11,098 words
- Questions and Answers7,819 words
- Forward-looking Statements858 words
- The Special Meeting4,100 words
- The Merger1,082 words
- Background of the Merger23,801 words
- Reasons for the Merger2,921 words
- Opinion of Goldman Sachs & Co. LLC585 words
- The merger agreement586 words
- Summary of Material Financial Analysis2,476 words
- EV/NTM EBITDA3,217 words
- Opinion of J.P. Morgan Securities LLC6,392 words
- Interests of Twitter’s Directors and Executive Officers in the Merger5,435 words
- Appraisal Rights4,720 words
- Material U.S. Federal Income Tax Consequences of the Merger6,256 words
- Proposal 1: Adoption of the Merger Agreement98 words
- Proposal 2: Approval, on a Non-binding, Advisory Basis, of Certain Merger-related…452 words
- Proposal 3: Adjournment of the Special Meeting274 words
- The Merger Agreement15,296 words
- Security Ownership of Certain Beneficial Owners and Management1,450 words
- Future Stockholder Proposals226 words
- Where You Can Find More Information627 words
- Miscellaneous176 words
- ANNEX A – Agreement and Plan of Merger2,055 words
- Article I Definitions4,417 words
- Article II the Merger489 words
- Article III Effect of the Merger on Capital Stock4,158 words
- Article IV Representations and Warranties of the Company5,176 words
- Reserved98 words
- Reserved4,103 words
- Article VI Covenants and Agreements13,586 words
- Article VII Conditions to the Merger534 words
- Article VIII Termination, Amendment and Waiver2,652 words
- Article IX General Provisions2,952 words
- Waiver of Jury Trial1,181 words
- ANNEX B – Section 262 of the Delaware General Corporation Law3,410 words
- ANNEX C – Opinion of Goldman Sachs & Co. LLC1,870 words
- ANNEX D – Opinion of J.P. Morgan Securities LLC2,070 words
