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Submission Parts
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SEC Form |
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DFAN14A |
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DFAN14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ¨
Filed by a Party other than the Registrant x
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
TWITTER, INC.
(Name of Registrant as Specified In Its Charter)
ELON R. MUSK
X HOLDINGS I, INC.
X HOLDINGS II, INC.
(Names of Filing
Persons)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
In
connection with the pending acquisition of Twitter, Inc. by affiliates of Elon Musk, Elon Musk (@elonmusk), posted the following Tweets
on May 17, 2022:
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20% fake/spam accounts, while 4 times
what Twitter claims, could be *much* higher. |
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My offer was based on Twitter’s SEC filings
being accurate. |
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Yesterday, Twitter’s CEO publicly refused
to show proof of <5%. |
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This deal cannot move forward until he does. |
Participants in the Solicitation
Twitter, Inc. (“Twitter”), its directors and certain of
its executive officers are participants in the solicitation of proxies from Twitter’s stockholders in connection with the pending
acquisition of Twitter by the filing persons (the “Transaction”). X Holdings I, Inc., X Holdings II, Inc. and Elon Musk, the
filing persons hereunder, may also be deemed to be participants in the solicitation of proxies from Twitter’s stockholders in connection
with the Transaction. Twitter intends 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 in the Transaction, by security holdings or otherwise, will
be included in the Transaction Proxy Statement and other relevant documents 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,
which was filed with the SEC on April 12, 2022.
Important Information and Where to Find It
Promptly after filing the definitive Transaction Proxy Statement
with the SEC, Twitter will mail the definitive Transaction Proxy Statement and a proxy card to each stockholder entitled to vote at
the special meeting to consider the Transaction. STOCKHOLDERS ARE URGED TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TWITTER WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. 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 at the SEC’s website (http://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
(https://investor.twitterinc.com) or by writing to Twitter, Inc., Attention: Investor Relations, 1355 Market Street, Suite 900, San
Francisco, California 94103.
Forward-Looking Statements
This communication contains “forward-looking statements”
within the meaning of the federal securities laws, including Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,”
“could,” “seek,” “see,” “will,” “may,” “would,” “might,”
“potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions
or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. These forward-looking
statements are based on current expectations about the Transaction and the consummation thereof, but forward-looking statements by their
nature address matters that involve risks and uncertainties, many of which are beyond the filing persons’ control, and therefore
forward-looking statements are not guarantees of future results. Forward-looking statements herein, including statements relating to the
consummation of the Transaction on a timely matter or at all, are not guarantees of future results and are subject to risks and uncertainties
that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or
will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore,
you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important
risk factors that may cause such a difference include, but are not limited to: (i) the risk that conditions to the consummation of the
Transaction may not be satisfied or waived, including receipt of required stockholder and regulatory approvals; (ii) the risk that required
financing for the Transaction may not be received; (iii) the risk that litigation relating to the Transaction may disrupt consummation
of the Transaction; (iv) the risk that the performance of Twitter’s business and operations may disrupt consummation of the Transaction;
and (v) the risk that the occurrence of any event, change or other circumstance could give rise to the termination of the merger agreement.
These risks, as well as other risks associated with the Transaction, are more fully discussed in the definitive Transaction Proxy Statement
to be filed with the SEC in connection with the Transaction. While the list of factors presented here is, and the list of factors presented
in the definitive Transaction Proxy Statement will be, considered representative, no such list should be considered to be a complete statement
of all potential risks and uncertainties related to the Transaction. Unlisted factors may present significant additional obstacles to
the realization of forward looking statements. X Holdings I, Inc., X Holdings II, Inc. and Elon Musk do not assume any obligation to publicly
provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by applicable securities and other laws.
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