Elon Musk Takes Over Twitter

The board of Twitter have accepted the bid from Elon Musk to acquire Twitter for $44 billion. How is he going to finance this? Apart from being the richest person in the world, probably by borrowing against his shareholdings in Tesla.

But users of Twitter will be concerned about his plans for the platform. This is what Elon said (in a tweet of course): “Free speech is the bedrock of a functioning democracy, and Twitter is the digital town square where matters vital to the future of humanity are debated. I also want to make Twitter better than ever by enhancing the product with new features, making the algorithms open source to increase trust, defeating the spam bots, and authenticating all humans. Twitter has tremendous potential -I look forward to working with the company and the community of users to unlock it.”

As an active twitter user I find these commitments to be positive. Authenticating all users should be done by all social media platforms to deter the abusive comments that are all too common. Twitter also needs to cease the political bias which is all too evident in its selection of who and what to suppress.

There are some simple changes to Twitter that might help. For example, allowing you to “dislike” tweets as well as “like” them, and allowing edits of tweets to enable one to correct the typos that creep in when using a mobile phone. There is also too much repetitive advertising on Twitter of late, often irrelevant to you.

Now would it not be good if we could get Elon Musk to take over the BBC and remove the left wing, woke bias from that also!

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Elon Musk and Twitter

Elon Musk has offered $43 billion to buy Twitter but the Twitter board have responded by announcing a “shareholder rights plan”. This should rather be called a “management rights plan” because it’s what is called a “poison pill” defence which allows the board of the company to defend against any hostile bid by permitting them to issue so many new shares at a big discount that the bidder is diluted and unable to gain control.

This is in my view unethical and unprincipled. Irrespective of your views on Twitter or on Elon Musk, the adoption of a poison pill is effectively a frustration of shareholder democracy.

There is a hint that Mr Musk would limit the amount of censorship that Twitter applies to posts. For example Donald Trump has been permanently suspended from Twitter for comments that Twitter judged to be an incentive to violence. You can read their judgement here:  https://blog.twitter.com/en_us/topics/company/2020/suspension . It hardly appears to be a fair and unbiased view.

It’s not just Donald Trump that faces the wrath of the Twitter censors. For example news aggregator Politics For All (PFA) was banned for “distorting stories by focusing on specifics that would go viral”. Is that not what all news media do?

Free speech is an important constitutional right in the USA and when such a dominant medium such as Twitter chooses to interfere in politics or for commercial reasons then it needs to be censured. So Elon Musk might just be a better owner that the existing Twitter management.

The other issue is that the board of Twitter may simply be defending their well-paid jobs by trying to block a takeover. I hope they lose this battle.

Poison pill defences are of course not permitted in the UK under Takeover Panel rules. It is unfortunate that they are not outlawed in the USA.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson  )

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Tesla, Unilever, EasyJet IT Write-Offs and Cash Holdings

The big news today is that the US Securities and Exchange Commission (SEC) have charged Tesla CEO Elon Musk with securities fraud. This charge relates to his comments on Twitter that he would likely be taking Tesla private. To quote from the SEC complaint: “Musk’s statements, disseminated via Twitter, falsely indicated that, should he so choose, it was virtually certain that he could take Tesla private at a purchase price that reflected a substantial premium over Tesla stock’s then current share price, that funding for this multi-billion dollar transaction had been secured, and that the only contingency was a shareholder vote. In truth and in fact, Musk had not even discussed, much less confirmed, key deal terms, including price, with any potential funding source”. Mr Musk vigorously rejected the charges, as did the company.

The full SEC complaint is here: https://www.sec.gov/litigation/complaints/2018/comp-pr2018-219.pdf

Comment: it is of course the oldest trick in the book if you are unhappy with the share price of your company to announce a potential bid from yourself or a third party. Making such an announcement via Twitter, if that was the motivation which has yet to be proven, would certainly be something new though. Making any announcements via Twitter is exceedingly risky and Tesla’s advisors must be tearing their hair out over this sequence of events. Who else if anyone reviewed the tweets before they were sent? Probably nobody I suspect. And anyone who uses Twitter will know it’s very easy to let typos, grammar errors and Spoonerisms creep in. Such important announcements should only be issued by the proper regulatory news channels. Elon Musk should have known better.

But if Elon Musk was forced to step down from Tesla, which might be the outcome, would it matter? I suspect not. The merit of Tesla as a company is in the technology in the cars which is still ahead of most potential electric car competitors. I have driven a Tesla Model S and it is a very good car indeed. But unfortunately my wife thinks I don’t need to buy expensive, flash cars to impress people any more so I’ll have to wait for the cheaper Model 3 to become available in the UK.

Unilever and Shareholder Voting

Unilever is planning to consolidate the two arms of the business in Holland, and drop the dual listing. UK shareholders would end up holding shares listed only in Holland, and as a result the dividends would be subject to Dutch withholding tax which is currently at the rate of 15%. Such taxes always cause problems although sometimes they can be refunded by submitting claims to do so. There is also the possibility that the withholding tax will be dropped. Another difficulty is that as Unilever is in the FTSE100, any funds running a FTSE-100 tracker would have to sell the shares. The Investors Chronicle ran a longish article on this subject and suggested it was a “no-brainer” for UK shareholders to vote against it.

But it seems that might be easier said than done. According to a report on Citywire, any shareholders in nominee accounts (i.e. in ISAs, SIPPs or other broker accounts – which means most UK shareholders now) will have to “rematerialize” their shares if they want to vote them, i.e. convert them to a paper share certificate. The company is not accepting votes submitted by nominee operators. Dematerialising shares is typically a costly and time-consuming process and is actually impossible to do if the shares are in an ISA or SIPP which have to be held in nominee form. This is truly outrageous news and any shareholders holding Unilever shares who wishes to oppose the move by the company should complain to the FCA, your Member of Parliament, the Company Chairman Marijn Dekkers, and anyone else you can think of.

[Postscript: the issue here seems to be the votes for the Court Hearing where the number of individual voters is taken into account. But for the shares held by a nominee operator, which may represent many thousands of underlying beneficial owners, only one vote would be counted even if it was submitted as there is only one holding on the register. ]

It has been reported that a number of institutions might oppose the unification of the company but it would certainly help to get retail shareholders voting.

Incidentally I attended a meeting today with Link Asset Services (one of the largest registrars) where the problem of retail shareholders not voting was discussed. I’ll write a separate blog post on that later.

EasyJet

If you recall, I mentioned previously the large expenditure on a “big-bang” IT project at Abcam which is clearly over-budget and over-time. That might have contributed to the 35% share price drop immediately after their recent preliminary results announcement. Now EasyJet have made a similar announcement today in their trading update. To quote: “…easyJet has now made the decision to change its approach to technology development through better utilisation and development of existing systems on a modular basis, rather than working towards a full replacement of our core commercial platform.  As a result of this change in approach, we are recognising a non-headline charge of around £65 million relating to IT investments and associated commitments we will no longer require. EasyJet will continue to invest in its digital and eCommerce layers that will enable it to continue to offer a leading innovative, revenue enhancing and customer friendly platform.”

That £65 million is no small sum and just shows you how IT is so critical to how businesses are managed in the modern world. Similar problems arose at TSB where they attempted to replace their old Lloyds systems with completely new software which was allegedly not adequately tested. But any IT professional will tell you that you cannot test and anticipate all the problems in a diverse customer environment ahead of going live with new technology. The NHS was another prime example of a “big-bang” approach to IT system development that ended up costing the Government, and us as taxpayers, at least £10 billion (that’s not a typo – it was ten billion and more). Evolution rather than revolution is the way to develop IT systems as EasyJet and Abcam seem to be learning, the hard way.

Cash Holdings

I suggested in a previous blog post that a newly available easy-access deposit account might be a suitable place to move cash from your stockbroking account to get a decent rate of interest rather than none. The problem of course is that most retail investors have most of their money in ISAs and SIPPs and taking cash out is problematic.

For ISAs, you may not realise that you can actually take cash out of a “flexible” ISA (which most ISAs are such as Stock & Share ISAs or Cash ISAs) and put it back in later. This was a recent change to the ISA regulations. However you can only do that within the same tax year without affecting your ISA allowance.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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