Read Elon Musk’s Letter to Twitter Calling Off $44 Billion Buyout

Tesla CEO Elon Musk has abandoned his deal to acquire Twitter for $44 billion in a letter to Twitter filed with the SEC on Friday. According to the letter, “Twitter has not complied with its contractual obligations. For nearly two months, Mr. Musk has sought the data and information necessary to ‘make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform’.”

Elon Musk recently called off his $44 billion Twitter deal in an unsurprising move after months of back-and-forth negotiations with the company and its board of directors. The SEC has since published the letter sent by Musk’s lawyers to Twitter Chief Legal Officer Vijaya Gadde stating that the social media platform failed to comply with its obligations to disclose the true number of fake accounts on the platform.

Musk’s legal representatives, Skadden, Arps, Slate, Meagher & Flom LLP, stated in the letter: “Twitter has not complied with its contractual obligations. For nearly two months, Mr. Musk has sought the data and information necessary to ‘make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform.'”

“This information is fundamental to Twitter’s business and financial performance and is necessary to consummate the transactions contemplated by the merger agreement because it is needed to ensure Twitter’s satisfaction of the conditions to closing, to facilitate Mr. Musk’s financing and financial planning for the transaction, and to engage in transition planning for the business,” the letter stated.

However, it should be noted that Twitter provided Musk with access to its “firehose” of user data weeks before the deal was called off. In June, experts warned that determining which Twitter accounts are bots and which are real people may not be as easy as Musk thought. Twitter has claimed that spam or fake accounts make up around five percent of its daily active users, but Musk believes the number is close to 20 percent.

Micah Schaffer, a consultant for social-media companies on trust-and-safety issues who has previously held positions at YouTube and Snap Inc., said that providing Musk with the data is “more of a shut-up-and-go-away kind of thing than a major concession.”

Schaffer further noted that despite having access to a number of data scientists to review the information given by Twitter, Musk “would have to replicate their [Twitter’s] process somehow to credibly dispute their behavior.”

Musk’s lawyers and advisers Morgan Stanley allege that they have been requesting “critical information” on Twitter’s number of monetizable daily active users since May 9th but did not receive a response.

Musk now faces the possibility of paying a $1 billion severance fee for shutting down the deal, or being forced to close the sale.

“The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement,” the company announced. “We are confident we will prevail in the Delaware Court of Chancery.”

Read the full letter from Musk’s legal team to Twitter below: