Twitter has entered into a definitive agreement to be acquired by an entity wholly owned by Elon Musk, for $54.20 per share in cash in a transaction valued at approximately $44 billion. Twitter will become a privately held company, upon completion of the transaction.
Twitter stockholders will receive $54.20 in cash for each share of Twitter common stock that they own upon closing of the proposed transaction, under the terms of the agreement. The purchase price represents a 38% premium to Twitter’s closing stock price on April 1, 2022, which was the last trading day before Mr. Musk disclosed his approximately 9% stake in Twitter.
“The Twitter Board conducted a thoughtful and comprehensive process to assess Elon’s proposal with a deliberate focus on value, certainty, and financing,” according to Bret Taylor, Twitter’s Independent Board Chair.
“The proposed transaction will deliver a substantial cash premium, and we believe it is the best path forward for Twitter’s stockholders.”
“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,” said Mr. Musk.
(Twitter will become a private company if Elon Musk’s $44 billion takeover bid is approved. The move would allow Musk to make changes to the site. WSJ’s Dan Gallagher explains Musk’s proposed changes and the challenges he might face enacting them. Illustration: Jordan Kranse. Courtesy of Wall Street Journal and YouTube. Posted on Apr 27, 2022.)
“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 spambots, and authenticating all humans.”
“Twitter has tremendous potential – I look forward to working with the company and the community of users to unlock it.”
“Twitter has a purpose and relevance that impacts the entire world,” added Parag Agrawal, Twitter’s CEO.
“Deeply proud of our teams and inspired by the work that has never been more important.”
Twitter Transaction Terms and Financing
The transaction, which has been unanimously approved by the Twitter Board of Directors, is expected to close in 2022, subject to the approval of Twitter stockholders, the receipt of applicable regulatory approvals, and the satisfaction of other customary closing conditions.
Mr. Musk has secured $25.5 billion of fully committed debt and margin loan financing and is providing an approximately $21.0 billion equity commitment, and there are no financing conditions to the closing of the transaction.
For further information regarding all terms and conditions contained in the definitive transaction agreement, please see Twitter’s Current Report on Form 8-K, which will be filed in connection with the transaction.
(Learn More. Rumble CEO Chris Pavlovski argues Twitter ‘opening up’ free speech is a ‘good thing,’ and says he’s ‘excited’ for Elon Musk’s takeover. Courtesy of Fox Business and YouTube. Posted on Apr 27, 2022.)
Rumble is an online video platform headquartered in Longboat Key, Florida, founded in October of 2013 by Chris Pavlovski, a technology entrepreneur from Canada. The site promotes itself as being “immune to cancel culture.”
Twitter First Quarter 2022 Earnings Results
Twitter plans to release its first-quarter FY2022 results before the market open on April 28, 2022, however, in light of the pending transaction, Twitter will not hold a corresponding conference call.
Twitter, its directors, and certain executive officers are participants in the solicitation of proxies from stockholders in connection with the pending acquisition of Twitter (the “Transaction”). Twitter plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Transaction.
Additional information regarding such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction Proxy Statement and other relevant documents to be filed with the SEC in connection with the Transaction.
Information relating to the foregoing can also be found in Twitter’s definitive proxy statement for its 2022 Annual Meeting of Stockholders (the “2022 Proxy Statement”), which was filed with the SEC on April 12, 2022.
To the extent that holdings of Twitter’s securities have changed since the amounts printed in the 2022 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Promptly after filing the definitive Transaction Proxy Statement with the SEC, Twitter will mail the definitive Transaction Proxy Statement and a WHITE proxy card to each stockholder entitled to vote at the special meeting to consider the Transaction.
(White House Press Secretary Jen Psaki responds to a question on news reports that Elon Musk is purchasing Twitter: “I’m not going to comment on a specific transaction, what I can tell you as a general matter, no matter who owns or runs Twitter, the president has long been concerned about the power of large social media platforms, the power they have over our everyday lives, has long argued that tech platforms must be held accountable for the harms they cause.” Courtesy of C-SPAN and YouTube. Posted on Apr 25, 2022.)
Stockholders may obtain, free of charge, the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Twitter with the SEC in connection with the Transaction via the SEC’s website at www.sec.gov.
Copies of Twitter’s definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Twitter with the SEC in connection with the Transaction will also be available, free of charge, at Twitter’s investor relations website, or by writing to Twitter, Inc., Attention: Investor Relations, 1355 Market Street, Suite 900, San Francisco, California 94103.
Nominations Are Open for the 2022 ‘ASTORS’ Homeland Security Awards Program
American Security Today’s Annual ‘ASTORS’ Awards is the preeminent U.S. Homeland Security Awards Program, and now in its Seventh Year, continues to recognize industry leaders of Physical and Border Security, Cybersecurity, Emergency Preparedness – Management and Response, Law Enforcement, First Responders, as well as federal, state and municipal government agencies in the acknowledgment of their outstanding efforts to Keep our Nation Secure.
The Annual ‘ASTORS’ Awards Program highlight the most cutting-edge and forward-thinking security solutions coming onto the market today, to ensure our readers have the information they need to stay ahead of the competition and keep our Nation Safe – one facility, street, and city at a time.
AST Honors Thomas Richardson, FDNY Chief of Department; Dr. Kathleen Kiernan, President of NEC National Security Systems; and Richard Blatus, FDNY Assistant Chief of Operations, at the 2021 ‘ASTORS’ Awards Luncheon at ISC East.
The United States was forever changed after the September 11th attacks, and we were fortunate to have many of those who responded to those horrific tragedies join us at the 2021 ‘ASTORS’ Awards Luncheon.
In the days that followed 9/11, the critical needs of protecting our country catapulted us into new and innovative ways to secure our homeland – which is how many of the agencies and enterprise organizations that are today ‘ASTORS’ Awards Champions, came into being.
Our 2021 keynote speaker featured a moving and informative address from TSA Administrator and Vice-Admiral of the United States Coast Guard (Ret), David Pekoske; to our attendees who traveled from across the United States and abroad, on the strategic priorities of the 64,000 member TSA workforce in securing the transportation system, enabling safe, and in many cases, contactless travel.
Legendary Police Commissioner William Bratton of the New York Police Department, the Boston Police Department, and former Chief of the Los Angeles Police Department was also live at the event, meeting with attendees and signing copies of his latest work ‘The Profession: A Memoir of Community, Race, and the Arc of Policing in America,’ courtesy of the generosity of our 2021 ‘ASTORS’ Awards Premier Sponsors.
The 2021 ‘ASTORS’ Awards Program was Proudly Sponsored by AMAROK, Fortior Solutions, and SIMS Software, along with Returning Premier Sponsors ATI Systems, Attivo Networks, Automatic Systems, and Reed Exhibitions.
The continually evolving ‘ASTORS’ Awards Program will emphasize the trail of Accomplished Women in Leadership in 2022, as well as the Significance and Positive Impact of Advancing Diversity and Inclusion in our Next Generation of Government and Industry Leaders. #MentorshipMatters
So be on the lookout for exciting upcoming announcements of Speakers, Presenters, Book Signing Opportunities, and Attendees at the 2022 ‘ASTORS’ Awards Presentation Luncheon in November of 2022 in New York City!
2022 ‘ASTORS’ Awards Program Welcomes New PLATINUM SPONSOR: NEC National Security Systems (NSS)!
Nominations are currently being accepted for the 2022 ‘ASTORS’ Homeland Security Awards at https://americansecuritytoday.com/ast-awards/.
Comprehensive List of Categories Include:
| Access Control/ Identification | Personal/Protective Equipment | Law Enforcement Counter Terrorism |
| Perimeter Barrier/ Deterrent System | Interagency Interdiction Operation | Cloud Computing/Storage Solution |
| Facial/IRIS Recognition | Body Worn Video Product | Cyber Security |
| Video Surveillance/VMS | Mobile Technology | Anti-Malware |
| Audio Analytics | Disaster Preparedness | ID Management |
| Thermal/Infrared Camera | Mass Notification System | Fire & Safety |
| Metal/Weapon Detection | Rescue Operations | Critical Infrastructure |
| License Plate Recognition | Detection Products | COVID Innovations |
| Workforce Management | Government Security Programs | And Many Others to Choose From! |
Don’t see a Direct Hit for your Product, Agency or Organization?
Submit your category recommendation for consideration to Michael Madsen, AST Publisher at: mmadsen@americansecuritytoday.com.
In 2021 over 200 distinguished guests representing Federal, State, and Local Governments, and Industry Leading Corporate Firms gathered from across North America, Europe, and the Middle East to be honored among their peers in their respective fields which included:
- The Transportation Security Administration (TSA)
- ICE Homeland Security Investigations (ICE HSI)
- Customs & Border Protection (CBP)
- The Federal Protective Service (FPS)
- Argonne National Laboratory (ANL)
- DHS Science & Technology (S&T)
- The National Center for Disaster Medicine & Public Health (NCDMPH)
- The American Red Cross
- The InfraGard National Alliance
- The Metropolitan Police (MPD)
- The U.S. Fire Administration (USFA)
- Naval Postgraduate School Center for Homeland Defense and Security (CHDS)
- The Federal Air Marshals Service
- The San Diego Harbor Police Foundation, and Many More!
Corporate firms, the majority of which return year to year to build upon their record of accomplishment include:
AlertMedia, Allied Universal, AMAROK, ATI Systems, Attivo Networks, Axis Communications, Automatic Systems of America, BriefCam, Canon U.S.A., Fortior Solutions, guardDog.ai, Hanwha Techwin of America, HID Global, Mark43, IPVideo Corporation, Konica Minolta Business Solutions, Lumina Analytics, NEC National Security Systems, NICE Public Safety, OnSolve, PureTech Systems, Quantum Corporation, Rave Mobile Safety, Regroup Mass Notification, Robotic Assistance Devices, Rajant Corporation, SafeLogic, Senstar Corporation, ShotSpotter, Singlewire Software, SolarWinds Worldwide, Teledyne FLIR, Valor Systems, and Wiresecure, just to name a few!
Why American Security Today?
The traditional security marketplace has long been covered by a host of publications putting forward the old school basics to what is Today – a fast-changing security landscape.
American Security Today is uniquely focused on the broader Homeland Security & Public Safety marketplace with over 75,000 readers at the Federal, State, and local levels of government as well as firms allied to the government.
American Security Today brings forward a fresh compelling look and read with our customized digital publications that hold readers’ eyes throughout the story with cutting-edge editorial that provides solutions to their challenges.
Harness the Power of the Web – with our 100% Mobile Friendly Publications
AST Digital Publications are distributed to over 75,000 qualified government and homeland security professionals, in federal, state, local, and private security sectors.
‘PROTECTING OUR NATION, ONE CITY AT A TIME’
AST Reaches both Private & Public Experts, essential to meeting these new challenges.
Today’s new generation of public safety and security experts need real-time knowledge to deal with domestic and international terrorism, lone wolf attacks, unprecedented urban violence, shifts in society, culture, and media bias – making it increasingly difficult for Homeland Security, Law Enforcement, First Responders, Military and Private Security Professionals to implement coordinated security measures to ensure national security and improve public safety.
These experts are from Government at the federal, state, and local levels as well as from private firms allied to the government.
AST provides a full plate of topics in our AST Monthly Magazine Editions, AST Website, and AST Daily News Alerts, covering 23 Vital Sectors such as Access Control, Perimeter Protection, Video Surveillance/Analytics, Airport Security, Border Security, CBRNE Detection, Border Security, Ports, Cybersecurity, Networking Security, Encryption, Law Enforcement, First Responders, Campus Security, Security Services, Corporate Facilities, and Emergency Response among others.
AST has Expanded readership into integral Critical Infrastructure audiences such as Protection of Nuclear Facilities, Water Plants & Dams, Bridges & Tunnels, and other potential targets of terrorism.
Other areas of concern include Transportation Hubs, Public Assemblies, Government Facilities, Sporting & Concert Stadiums, our Nation’s Schools & Universities, and Commercial Business Destinations – all enticing targets due to a large number of persons and resources clustered together.
(See just a few highlights of American Security Today’s 2021 ‘ASTORS’ Awards Presentation Luncheon at ISC East. Courtesy of My Pristine Images and Vimeo.)
To learn more about ‘ASTORS’ Homeland Security Award Winners solutions, please see the 2021 ‘ASTORS’ CHAMPIONS Edition Fully Interactive Magazine – the Best Products of 2021 ‘A Year in Review’.
The Annual CHAMPIONS edition includes a review of Annual ‘ASTORS’ Award Winning products and programs, highlighting key details on many of the winning firm’s products and services, including video interviews and more.
It serves as your Go-To Source throughout the year for ‘The Best of 2021 Products and Services‘ endorsed by American Security Today, and can satisfy your agency’s and/or organization’s most pressing Homeland Security and Public Safety needs.
From Physical Security (Access Control, Critical Infrastructure, Perimeter Protection, and Video Surveillance Cameras and Video Management Systems), to IT Security (Cybersecurity, Encryption, Data Storage, Anti-Malware, and Networking Security – Just to name a few), the 2021 ‘ASTORS’ CHAMPIONS EDITION has what you need to Detect, Delay, Respond to, and Mitigate today’s real-time threats in our constantly evolving security landscape.
It also includes featured guest editorial pieces from some of the security industry’s most respected leaders, and recognized firms in the 2021 ‘ASTORS’ Awards Program.
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For a complete list of 2021 ‘ASTORS’ Award Winners, begin HERE.
For more information on All Things American Security Today, as well as the 2021 ‘ASTORS’ Awards Program, please contact Michael Madsen, AST Publisher at mmadsen@americansecuritytoday.com.
AST strives to meet a 3 STAR trustworthiness rating, based on the following criteria:
- Provides named sources
- Reported by more than one notable outlet
- Includes supporting video, direct statements, or photos
