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Twitter-Elon Musk: society adopts the “poison pill”

Twitter Inc. has passed a measure that would shield it from hostile takeover bids, moving to thwart billionaire Elon Musk’s unwelcome bid to take the company private and turn it into a bastion of free speech.

The board has put in place a shareholder rights plan, exercisable if a party acquires 15% of the shares without prior authorization, for a period of only one year. The plan is intended to ensure that anyone gaining control of Twitter through open market accumulation pays all shareholders an appropriate control premium, according to a statement on Friday.

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Twitter adopted the plan to save time, according to a person familiar with the matter. The board wants to be able to analyze and negotiate any deal, and can always agree to it.

“The Rights Plan does not preclude the Board of Directors from engaging with parties or accepting an acquisition proposal if it believes it is in the best interests of Twitter and its shareholders,” the company said.

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The CEO of Tesla Inc. offered $54.20 per share in cash for Twitter on Thursday, valuing the social media company at $43 billion. Musk, who said it was his “best and last” offering, had already acquired a more than 9% stake in Twitter since the start of this year. Twitter’s board of directors met Thursday to review Musk’s proposal to determine whether it is in the best interests of the company and all of its shareholders.