Twitter adopts ‘poison pill’ to ward off Elon Musk takeover

Twitter Inc. adopted a measure that would shield it from hostile acquisition bids, taking steps to thwart billionaire Elon Musk’s unwelcome offer to take the company private and make it a bastion of free speech.

The board set up a shareholder rights plan, exercisable if a party acquires 15% of the stock without prior approval, lasting for one year only. The plan seeks to ensure that anyone taking control of Twitter through open market accumulation pays all shareholders an appropriate control premium, according to a statement Friday.

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Twitter enacted the plan to buy time, according to a person familiar with the matter. The board wants to be able to analyze and negotiate any deal, and may still accept it. 

“The Rights Plan does not prevent the Board from engaging with parties or accepting an acquisition proposal if the Board believes that it is in the best interests of Twitter and its shareholders,” the company said.

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The Tesla Inc. CEO on Thursday offered $54.20 a share in cash for Twitter, valuing the social media company at $43 billion. Musk, who said it was his “best and final” offer, had already accrued a stake of more than 9% in Twitter since earlier this year. Twitter’s board met Thursday to review Musk’s proposal to determine if it was in the best interest of the company and all of its shareholders.

A poison pill defense strategy allows existing shareholders the right to purchase additional shares at a discount, effectively diluting the ownership interest of the hostile party. Poison pills are common among companies under fire from activist investors or in hostile takeover situations.

Under Twitter’s plan, each right will entitle its holder to purchase, at the then-current exercise price, additional shares of common stock having a then-current market value of twice the exercise price of the right.

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—Bloomberg News