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> As an all-cash offer, this generates for the shareholders a substantial return with NO RISK, and so the board has a serious legal obligation to carefully review this offer and make a decision.

What a gut check. I'm sure this is an obvious comment by now, but seeing the board's response to turning down something like this is going to be an olympic level display of mental gymnastics. Exciting times.



As a shareholder of… (checking) 10 shares of Twitter I approve this on financial grounds


Shareholders of Twitter might even band together for a class-action lawsuit against the board if they reject the offer and then TWTR falls in price.


It’s pretty much a given that there will be legal action in situations like this.

The board has fiduciary duty to test is seriously - usually by forming a committee, getting external advice, trying to get a better price and a solid case if they decline the offer. They will likely be advised that this will end up in court one way or the other, and making sure the process is solid is their way of avoiding liability.


Jim Cramer thinks the board has no choice but to reject.

https://www.cnbc.com/2022/04/14/cramer-twitters-board-has-no...


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.


Microsoft + Yahoo comes to mind


Yahoo actually returned more than Microsoft for a while, up until about 2017, thanks to their huge stake in Alibaba. Twitter doesn't have that tho, they're entirely tied to their mediocre product.

Killing Vine was the dumbest thing they ever did.


> Killing Vine was the dumbest thing they ever did.

100% this. People are always confused why Facebook was allowed to buy Instagram, and this was, I think, a bit part of why.

Vine was completely destroyed by Twitter's incompetent management, and prevailing wisdom was that Facebook would do the same to Instagram. "Okay Facebook has filters now! Time to shut down Instagram!"


TikTok is the biggest app in the world, and in a lot of ways it was initially just the Chinese clone of Vine. Truly mind-blowing how they squandered that opportunity, they could be many multiples higher than 54.20


Wait, you're saying FB was allowed to buy Insta because regulators assumed they'd fumble the ball? That they wanted Insta to die off?


I think more just that there was precedent for that type/scale of acquisition.


But Facebook bought Instagram before Vine was a thing, the causality is backward if you're interested in why FB/Insta was approved!


If nobody has noticed, Twitter aren’t very good at building software, it’s incredibly buggy what they’ve made, I regularly click on tweets that have a comments count but zero comments. It’s seriously glitchy from the notifications to even writing tweets (the MAX chars counter went crazy for me the other day). Don’t get me started on editing tweets their logic is terrible here that you can never design a UX that doesn’t stop people changing the meaning of their message after the event. Finally the spam is just totally next level and they still have people selling Bitcoin scams under every Elon tweet. Asleep at the wheel.


> I regularly click on tweets that have a comments count but zero comments

As far as I can tell, that's because you're blocked by the commenter or the commenter is a private account.


Correct. In internal Twitter jargon, some data is "perspectival" and some for performance reasons isn't. Actually viewing a tweet is calculated on the fly based on your personal perspective, as honoring privacy settings, blocks, etc, is crucial. But that's not true for counts, so those will be off.

People who find this a shocking and objectionable sign of bugs are generally people who have not build software at such large scales.


>People who find this a shocking and objectionable sign of bugs are generally people who have not build software at such large scales.

This leaves such a poor taste in my mouth. Perhaps the proper UX is to then _not display comment counts_ if your performance/cost tradeoff has determined that you can't display comment counts accurately. For higher comment counts it might be fine where a user isn't expected to read all 5000 replies(ignoring the edge case where its 5000 private/blocked accounts replying), but if a tweet has 2 replies then the user who clicks it expects to see those.

Other large platforms have been able to solve this issue either in UX or implementation, so "web scale" isn't a good excuse.


A tweet you can't see still exists. I think it's perfectly reasonable to display accurate counts even if it's based on information you don't have access to.


The click-thru page could then display a clarifying “+ x more tweets that are private or not available at this time.”


Yeah, sure, and kill the platform's greatest feature by MILES, which is the comment to like to RT ratio.


Is this the "ratio" I hear people talk about?

I understand the idea but it feels a little too online for my taste. I'm probably not the target audience. Just feels like someone decided the tea leaves falling a certain way MUST indicate something.


It's not always the case that a high reply/like ratio is someone being "owned", but it's obviously more concrete than tea leaves. Twitter's lack of a real downvote/dislike incentivizes people to reply to a bad post without leaving a like, and in my experience it's a pretty good metric. (The main exception is when a tweet is a prompt that intentionally asks for people to reply.)

Also I feel like I should add that "ratio" is a confusing term, because it can refer to the above example `reply-count / likes`, but can also be when a reply gets more likes than the tweet it's replying to: `reply-likes / OP-likes`.


> Is this the "ratio" I hear people talk about?

Yes.


Personally, I don't think "solving" minor inconsistency by eliminating a feature people like is the best approach. And from the way you talk about it, I gather you're not much of a Twitter user, so maybe you should give some deference to the people more familiar with the problem to decide whether this is a good choice or not?

If you have proof that other platforms have solved this problem at scale, I would be very interested to see it. Fundamentally, those totals are never going to be perfectly correct because a) people will be adding and removing tweets continuously, and b) even if continuously updating the numbers were worth the resources, people would hate having the numbers changing frequently.


It seems like this could easily be solved with "Some replies are hidden. [Settings](https://...)"


I remember when Twitter worked like this as well. It doesn't any more. When I see a tweet with a dozen replies and only one is visible, even in a private tab, it's very unlikely that eleven out of twelve are from locked accounts. It's even less likely that there wouldn't be at least one visible reply to one of those replies. I see this sort of thing often enough that I have no doubt that twitter is futzing with the visibility both of certain posters and of interactions with certain posters.


Today op found out they're the problem lol


No, this happens to me (less replies shown than exist) and it's definitely a caching issue and I am using the app logged in. I have to literally open twitter in my web browser to try and get those tweets to load unless I want to wait until later for whatever caches to be invalidated. I don't block anyone.


I think its related to their efforts to make twitter near impossible to browse if you aren't signed in.


I'm signed in on the app though so I would think it would be fine.


True, but... that's still a bug.


> Don’t get me started on editing tweets their logic is terrible here that you can never design a UX that doesn’t stop people changing the meaning of their message after the event.

What if everyone could see full edit history of each twitt?


Lol that’s because people have you blocked.


Perhaps it was too early to be a competitor, but I always see TikTok as the real Vine replacement. Short silly videos you can scroll through. They could have done so well with Vine.


I believe Microsoft offered a cash option so not sure subsequent returns are relevant.


> thanks to their huge stake in Alibaba

8.2 million shares of Google didn't hurt either.


Ugh, don’t remind me…I loved Vine, and find TikTok awful


Exactly what I was thinking of!

To catch folks up MS offered Yahoo $44B in their CHOICE of cash or stock (58B inflation adjusted). Yahoo said no, then imploded.


No, that's not at all what happened.

MS offered $44B for Yahoo inclusive of their almost 50% stake in then pre-ipo Alibaba. At the time, Yahoo's investment in Alibaba was valued at more than their entire market cap (negative valuation for Yahoo's domestic operations, or negative value taking into account tax implications of divestiture of these assets, etc).

Yahoo turned down MSFT's offer. Yahoo then spun off its entire company, keeping the name Yahoo with this spin-off subsidiary. The parent company, now named Altiba, retained ownership of the stake in Alibaba. This is where the ~50B valuation remained.

The spin-off company (valued in the negative by the market) was then sold for $4.5B to Verizon. Altiba retained its $56B market cap during this time.

Yahoo, inclusive of Altiba, out-performed MS's offer. It was a far better deal for shareholders to turn down MSFT. The net value to shareholders exceeded $60B.

There were a lot of poorly written articles at the time, which confused the sale of the subsidiary (YHOO) with the previous offer (for both YHOO and what became AABA) so your confusion is understandable. But this perspective is simply wrong.


You are thinking of the wrong era. We're talking about the 2008 offer to buy Yahoo. Alibaba was worth around $10b when Microsoft offered to buy Yahoo for $45b.

https://www.forbes.com/2007/10/23/alibaba-ipo-pricing-market...

https://news.microsoft.com/2008/02/01/microsoft-proposes-acq...


Alibaba was pre-ipo at the time and did not have a market valuation. The most effective way to estimate a market value for Alibaba at this time is the 2008 MSFT offer itself.

MSFT didn't offer $44B for Yahoo's internet business. The offer was in large part for the Alibaba stake.

Regardless, MSFT priced it all at around $44B, which is less than it eventually was valued at.


There were still private transactions that valued Alibaba far lower that you claim. What justification do you have for your claim?


What was the valuation of the private transactions and when were they?


I amend my statement a little: They actually IPOed on the Hong Kong stock exchange in late 2007 before delisting in 2012. They IPOed at $10bn. They traded as high as $25bn the first day. But I have no other data.

https://www.reuters.com/article/tech-alibabacom-ipo-dc/aliba...


Alibaba was delaying going public because they wanted to get back the 40% they had sold to Yahoo. Their expected market cap was $200B, so the 40% that Yahoo owned would eventually be worth $80B. Hence MSFT offered $44B, which was a lowball offer.

Eventually Marissa made amends with Jack Ma and Yahoo was allowed to keep 24% of their stake, and then BABA went public. But before Marissa came on board, there was Carol Bartz who was a total fuck up of the highest order; a potty-mouthed prick if there was one. She pissed Jack off when they first met, and Jack took Alipay from out of under her. I'm surprised more people don't blame Bartz for the screwups at Yahoo.


I think you mean Altaba.


Probably. I can never remember the spelling.


That fate seems unlikely for Twitter, it's right now the go-to place for last-minute info on Putins invasion of Ukraine.

After that who knows. Well, apparently Elon Musk knows.


Telegram is turning out to be really good at this. Tons of Telegram channels churning out realtime info.


Discovery is difficult on telegram


reddit is pretty good at up to the minute information as well, it also benefits from topic filters/groupings and moderation.


Reddit is infected with the same problem as Twitter and YouTube though. It use to be a place with free communities and free speech.

But now, if you dare to post anything that doesn't align with what the MSM agenda for the day is. Your comment, post or even your whole sub-reddit gets banned.


> if you dare to post anything that doesn't align with what the MSM agenda ...

i think that this notion has lost its teeth as the MSM has been converted into some boogeyman and/or strawman. MSM certainly caters to an audience, and people are drawn to likeminded people, sometimes deluding themselves into believing that participating in a near-homogenous echo chamber would be an ideal expression of peaceful living. once there, though, they realize that it's still not quite perfect. foxnews not "right" enough for me so let's create newsmax or oan. biden's not "left" enough and so we should have nominated warren or sanders. people are going to disagree and that's fundamentally a good thing. how we disagree is where things seem to have degenerated.

the whole "MSM agenda" seems like an incorrect and lazy narrative. they have agendas and they cater to the people who demand those agendas. i doubt, though, that newsmax employs people to troll my tweets disagreeing with desantis' signing of the florida abortion bill today, reporting them in an attempt to get me banned. the people trying to get me banned are the audience and they believe they're doing the correct thing to advance their cause by attempting to squelch me.

MSM pours fuel on the fire, but they don't start it. same for reddit - it's going to be the collective of people and their ability to tolerate differentiated thinking. they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit.


>they don't start it.

Yeah, a powerful apparatus that is MSM, would never be used to influence opinions and install beliefs.

> they're not brainwashed zombies, they're collectives of similarly-minded people who give in to their predisposed biases as exploited by MSM/social media for profit.

you ever heard of the 50 cent army? do you think only China has that, doesn't exist in the US?


i'm not saying it doesnt exist, just that it's not as prevalent as people want it to be. i'd argue that even then, most of the time it's an exploitation of biases and not a new installation of foreign beliefs.


>not a new installation of foreign beliefs.

if advertising works - installation of new beliefs is a huge successful industry.

Do you think advertising works?


> But now, if you dare to post anything that doesn't align with what the MSM agenda for the day is. Your comment, post or even your whole sub-reddit gets banned.

Where on earth does this opinion come from? All sorts of vile stuff gets posted to both Reddit and Twitter, and they rarely-if-ever take any action against it. Certain subreddits will still moderate, but community moderators (users of some sort) generally control the moderation of those places, not Reddit or their staff directly.

And in cases where Twitter/Reddit directly take action, it certainly isn't based on an "MSM agenda", it mostly seems to only happen to limit their legal or financial liability.


a lot of subreddits are basically marketing departments of some corporates.

those have paid employee mods where only posts and comments favourable to corporate goals are allowed. not quite the MSM, but I'd guess corporates would want to remain within the prevailing politically correct Overton window.


WTF? I see a constant never ending stream of shit on reddit that goes against the "MSM agenda". And those are the types of places are very quick to ban posters.


This has literally never been true. Reddit was designed from the ground up to rotate heliocentrically around the whims of moderators.


yahoo was the goto place for new email accounts. It was the goto place for instant messaging too. It was also in top # for search and other features. And it still is...


We detached this subthread from https://news.ycombinator.com/item?id=31028521 (not a moderation issue, just trying to prune the thread a la https://news.ycombinator.com/item?id=31027882)


They are probably going to desperately try to find a white knight, and fail because Twitter lost the mass market years ago and at this point is a platform for rich people to post incredibly vapid, narcissistic takes about politics and society that say nothing.

They could actually make a phenomenal amount off of subscription revenue tho off of that model, doesn't really make sense for any of the FAANG's strategies but I could see it making a lot of money with competent management. Twitter Blue is one of their best ideas in a long time, but should be more expensive and have more features.


There is so much untapped potential in Twitter. An ad-based business model was the only proven option in the late 2000s, but in the era of Patreon, Twitch, Substack, and Onlyfans, the landscape has resoundingly demonstrated that the old wisdom of "no one wants to pay for content on the internet" is no longer true.

Making something people want to pay for, of course, is the challenge, and Twitter Blue is a very limited start to that. But for the position Twitter has come to occupy in culture, a bold product vision could leverage that to incredible effect.


Twitter has two subscription models. In addition to Twitter Blue (which you mention), they also have "Super Follow", which is more analogous to Twitch/OF subscriptions, in that you pay a bit to a specific creator, so you get a bit of perks from them.

The fact that you don't know about it should say something about how enthusiastically the feature was received. Most creators are probably happier with their existing Patreon/OF platforms.


Do people really like having everything on one platform like that? Personally I kind of like having things separate and companies just do what they do well.


A lot of Patreons and Substacks are very reliant on Twitter to drive traffic too- Twitter should have a natural advantage in the space.


Look at the payout model I used at finclout.io There are ways to now ways to reward people for good content that are not ad-based not gifting/tipping.


>at this point is a platform for rich people to post incredibly vapid, narcissistic takes about politics and society that say nothing.

It's clearly not, since it's still one of the largest social networks in the world.

I'm not a fan of twitter or social networks in general, but it's clear that they are used by a teeny hundreds of millions of people more than some celebrities.


There are very few companies that would want to buy Twitter and can afford it. And because of heightened antitrust scrutiny, none of them have any interest in trying when there's a very low chance of clearing such a merger with all the regulators in USA + EU + UK. (The last one even blocked Facebook's acquisition of Giphy. They'd have a field day with Twitter.)

So there probably won't be a competing offer.


Can you imagine if they pivoted to an onlyfans model and allowed certain people to charge followers a few?


They already did this with Super Follows.


Any data on how that does? My guess is not that we’ll unless the content is richer than just text… and effectively largely becomes Patreon / onlyfans. It’s kind of hard to pull that off fully when the rest of the platform is fully free.


It's a ridiculous idea because it doesn't have any cultural or product fit. It reads like they looked at Substack, thought "ooh, money, gimme some of that!", and rolled out the same thing for their own product – but a tweet is a couple of hundred characters and nobody is paying for that. (Short of the small percentage of pathetic creeps who probably also send money to female streamers just to feel noticed.)

Reddit gold is an example of how to nail something like this, because it was done with tremendous sensitivity to the culture of the site. It's quirky, slightly ironic, riffs on the obvious silliness of a 'gift' that goes 99% to Reddit's coffers, and it's perfectly pitched to the user at the point where they are already feeling the value of Reddit's product & the other user's content. Twitter's, by contrast, is an example of how not to do it, for the converse of all those reasons and more besides.


There are a lot of politicians, activists, fundraisers, etc who communicate primarily through Twitter but send people to Patreon or GoFundMe or somewhere else to donate. That's an existing culture of soliciting donations on Twitter, and Twitter might be able to become the payment processor for some of those donations, if they do it right.


Twitter is for building an audience. Patreon and other platforms are where you best monetize that audience.

Putting both together could be incredibly lucrative but also would be treated very cautiously because of potential deplatforming.

Musk actual commitment to minimal moderation (what my mental model is for his free speech bent) could thread that needle and at the very least be a fascinating experiment to watch from the sidelines.


Think they are calling on Bezos? He bought WaPo and that worked out in their mind.


> They are probably going to desperately try to find a white knight, and fail because Twitter lost the mass market years ago and at this point is a platform for rich people to post incredibly vapid, narcissistic takes about politics and society that say nothing.

Ironically, this suggests that people like Elon Musk are exactly the problem with Twitter.




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