The Cramer effect is real -> Board bound to approve

I was a bit confused about his logic -- is he just saying they should make a counteroffer that's higher?

Cramer's take, “If they say, ‘we accept,’ they’re phony. And they’re not phonies.”, was meritless and had no logic.

He's just describing what a normal board would do.

No competent board would accept an offer lower than recent prices. Remember you only get one chance to sell the whole company.

Shareholders have had numerous opportunities to sell at this price and higher, so it makes no sense to recommend the sale at this price for all shareholders.

Right. Too many people are reading the offer literally.

Musk wants to exit his Twitter position, and is using this offer to pump the price before he dumps stock, under the justification of "they rejected my painfully, obviously low offer so now I need to exit".

Except the market has already jumped back down.

TWTR closed at 45 today because the market called bullshit on Elon’s offer. If the market was convinced by his offer, it’d be within a few percent of $54/share.

There will be no exit liquidity, it’ll go sub-30 if anyone catches a whiff of Elon dumping his shares.

After watching him do the same thing with crypto, it's astonishing to me people aren't taking this explanation for his behavior more seriously.

My general thought is that pump and dump schemes are small change to the richest person in the world. Making an extra few hundred million is appealing to anyone, but he'll make 100x that from TLSA by doing nothing at all.

I do see this as a way for him to save face. kind of "I bought $4B of stock on a whim and that was a bad idea, but if I pump it and come out ahead I'll feel better"

My thoughts exactly. If the board accepted, minutes before twittering "having perused the contract, Twitter violated one of the clauses and there I am ethically unable to buy the company", he'd dump and make himself another few gazillion dollars richer.

Hear that wooshing noise?

Goldman supposedly had the stock rated sell @ $30, before recommending the board reject $54.20.

There's a premium expected for a total buyout, but I don't see how they justify ~80% higher than their current/previous rating.

>Shareholders have had numerous opportunities to sell at this price and higher, so it makes no sense to recommend the sale at this price for all shareholders.

Plenty of shareholders have sold at the offer price or lower, which is why TWTR was ~$38 pre-Elon.

If you read the SEC disclosure the "all cash offer" has a financing provision. Not risk less

The share price is at $45, which means the market is not seeing this as a serious offer.

Given a provision like that, you can see why (financing clauses are a convenient escape hatch when making big purchases).

That's just the first couple paragraphs.

> Cramer also warned of potential “personal liability” if the board accepts Musk’s offer, which would value the company at around $43 billion.

That seems to be a much stronger argument.

Not really? There’s also personal liability if they don’t accept Musk’s offer given that the market (prior to these movements) valued the company substantially below $43 billion.

Potential personal liability either way, so not a thing.

I wouldn't take financial advice from CNN's Jim Cramer.

So... Cramer has twitter stock.