저자: 미상 · 외국인
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트위터가 머스크의 인수 제안(주당 54.20달러)에 대응해 1년 한시적 주주권리계획(포이즨 필)을 도입했다는 내용. 15% 이상 지분 취득 시 기존 주주가 할인가로 추가 주식을 살 수 있게 해 머스크의 지분을 희석시키는 구조이며, 협상 시간을 벌기 위한 방어책으로 해석. 소송 가능성, 카운터오퍼 가능성, 위임장 대결 등 시나리오 제시. 주가 방향에 대한 명시적 예측은 없음.
다듬은 글
well folks it is official elon musk has been poison pilled by twitter now no even though the name is inspired by the cia where if a cia operative is captured they take a poison pill usually and they uh disappear before being able to be captured by the enemy right well it's a little different in stocks okay no violence here but what a poison pill in stocks is is essentially a way to prevent a hostile takeover and buy more time for a negotiation this is the press release from twitter adopting a limited duration one year shareholder rights plan and basically what they're trying to do with this rights plan uh is say hey look we're trying to buy time that's what we're trying to do here we're not saying no to elon musk's generous offer they didn't actually call us offer generous but i mean quite frankly like look elon musk is offering to pay 50 uh 420 54 20 for the company and just look at the max history of the chart okay it hasn't been above 54 20 that much i mean a little bit here when it first ipod and a little bit during some of the euphoria of february and uh late 2021 uh but beyond that it's almost always been below that price but whatever like the saudi prince says who wants to control our free speech twitter at 5420 is below its intrinsic value and therefore it shouldn't be sold for that price or you secretly want something to do with the free speech that we have in america but okay all right let's just go back to this little shareholder rights plan and so one of the neat things is they do make it clear here like look this this doesn't preclude them from negotiating with elon it it basically just says hey and i'm going to break down to explain to you exactly how it works but it's basically a way saying hey hey look we're going to make it virtually impossible for somebody to just take over 50 of our company uh by just buying shares on the public market uh and i'll explain how they do that but in the meantime we'll still be open to negotiating this actually increases their ability to negotiate anyway it's no surprise to me that they held their emergency meeting one hour after the market closed yesterday to respond to elon musk it's no surprise to me uh that you know on good friday where the stock market is closed you've got this uh uh this announcement of a poison pill essentially but let's go ahead and go through and explain exactly what this is a quick note there is in honor of elon a t's cyber kevin take a look at that uh that expires in five days on 4 20 and the price uh will take up again as we release a new set of content as well especially in the wealth path course that's the next one to get some new lectures anyway now i'm going to give you a rough example as to how a poison pill could work the reason i can't give you the exact yet is because of this line right here additional information regarding the rights plan will be contained in the form 8k to be filed by twitter with the sec and it takes a while for that to get reviewed and posted so now i'm just going to give you an example of how one of these shareholder rights plans could work or poison pills let's say that right now there are 763 million shares outstanding of twitter which there are last close price was 45 dollars and eight cents if you multiply these two together you get 34.422 million uh i'm sorry billion dollars so uh this is this is the market cap of the company this makes sense it's a 34.4 billion dollar company so 15 of the shares are about 114 million so if elon musk got to 15 he would have to have 114 million shares and boom that would trigger the shareholder rights plan it happens only once when somebody hits 15 and then it gets triggered and people can take advantage of the rights plan so what does the right let you do well the right lets all of the individuals who have the 649 million shares the other 85 percent to get one other share or two other shares or 300 shares tbd they get to get more shares at about 50 discount of the current then market value okay so this is a little tricky so to understand this just as an example this would mean we would take that 85 percent figure or that 649 mill let's say everybody gets one more share at a discount well then we times two and now uh you add back elon's shares and this is how many new shares you have in total for uh 1.4 billion shares so in other words you started with 763 million shares but now you actually have 14.
or 1.4 billion shares this means if elon musk still owns only holds 114 million shares out of 1.4 billion shares his share in the company has gone from 15 to 8.1 so he's lost a lot of value there he's lost almost 50 percent of his stake in the company gone because everybody else was able to dilute him now if you take this new share count and divide it by 34 billion dollars the market cap of the company then the new share price would be about 24.37 and the way the math would work out would be something like this let's say for the non-takeover person you had one share at 45 and 8 cents the last closing price you get to buy another one at fifty percent of the new valuation which means you're buying another share twelve dollars and eighteen cents that means you have two shares now for cost basis of fifty seven twenty six or twenty eight dollars and sixty three cents per share which means the individual shareholder also lost some money here they lost about 15 percent in value just to get this person diluted by about 54 so everybody's taking a little bit of a hit here now i think that's why they call this a poison pill because it's not delicious for anyone to swallow this is also why usually shareholders don't like having poison pills in place otherwise companies would just always have poison pills in place but the way the math looks when i do it unless i'm doing something wrong which is entirely possible we know one thing for sure we know that elon state this is what we know for sure we know that elon stake drops and then if he wants to buy more to get to 15 again he would just trigger this from happening again boom he'd lose again he would just keep losing roughly 50 now based on my math and this is where i think i could be wrong it doesn't look like the existing shareholders really benefit it looks like they actually take a tiny little bit of a haircut as a well to make this dilution possible and i guess the thesis is hey well we're swallowing something that doesn't taste too good to try to protect the company that's the thesis now where do we go moving forward well there are a few things that could happen going forward number one there will probably be lawsuits from shareholder groups or attorney groups that say hey like elon gave you a good deal instead you swallowed a poison pill that deluded even us that hurt us a little bit even though we were able to get a share at a discount now maybe we're able to get a share at at uh more of a discount or whatever to to remove that 15 pain uh maybe we're able to get more shares who who knows right the exact details will come out in that 8k but the point is shareholders might look at this and say wait a minute like we could have sold for a 30 premium and now you're just making it harder for them to take over the company we're going to sue that's possible probably likely to at the same time twitter could continue to negotiate with elon musk and of course elon musk could try to wait until next year when there's another opportunity for a proxy fight and try to collect as many votes as possible as many shareholder votes as possible to get to 50 to replace the board this turns into a proxy fight it's messy it takes a lot longer i think the best case scenario here moving forward is honestly that twitter bought themselves a little bit of time now they counter offer elon even though i think elon's offer is great and they should take it i would expect that they're going to count off and say hey look you know if you want control the company fine but you're going to have to pay us 69 a share i don't know we're 50 9 a share whatever and a deal could be struck that way boom you move on because the way the math looks it looks like you're hurting your existing shareholders by having a poison pill that's going to set up some more lawsuits even if you can minimize that you're still giving up on that premium that you could be getting selling the company to elon musk
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