Musk has spoken with confidence about the deal’s certainty, announcing last week that investor support was “confirmed” and funding was “secured.” But Tesla’s announcement appears to contradict Musk’s Aug. 7 tweet in which he said the “only reason why” the deal is not certain "is that it’s contingent on a shareholder vote.”
If and when Musk presents a plan to take Tesla private, the special committee has the authority to negotiate the transaction and ultimately to approve it, the company said. “No assurances can be given regarding the likelihood, terms and details of any proposal.”
In a blog post Monday, Musk defended his decision to announce the plans on Twitter, which caught many investors by surprise. Musk said that the Saudi Arabian sovereign wealth fund offered to fund the transaction, but he is also seeking additional investors before he develops a final proposal.
Musk’s tweets announcing his intentions to take the company private have prompted a backlash from some investors. On Monday Tesla was hit with a third lawsuit, which alleged that Musk’s tweet was intended to manipulate the price of the company’s stock. Musk had said he would consider taking Tesla private if it’s shares were valued at $420. The lawsuit alleges that Musk tweeted that message to boost Tesla’s stock price and punish those investors who bet against the company.
Investigators in the Securities and Exchange Commission’s San Francisco office are also scrutinizing Musk’s moves. The SEC has asked Tesla for more details about Musk’s tweets and proof that he has secured the necessary funding for the transaction. The agency declined to comment.
Musk said in the blog post that the Saudi fund had offered to take Tesla private multiple times, beginning early last year, with the goal of diversifying their investments away from oil. Those overtures continued, culminating in a meeting on July 31, Musk said. He said he left that meeting with “no question” that the Saudi fund could back the deal and that the next step would be to initiate the process to take Tesla private. A week later Musk tweeted, “Am considering taking Tesla private at $420. Funding secured.”
Musk has cited major swings in Tesla’s stock price and the short-term thinking provoked by quarterly earnings disclosures as reasons for Tesla to exit from public markets.
For the Saudi government, backing Tesla would buttress a larger effort to invest its oil proceeds in innovative ventures with the potential for massive returns. The kingdom is situated atop the world’s largest proven oil reserves, but a slowly grinding economic overhaul was designed to shift its reliance away from fossil fuels and government spending.
Sitting Tesla board members Brad Buss, Robyn Denholm and Linda Johnson Rice are on the special committee to review the potential transaction, Tesla said. The group has retained a law firm to provide legal advice and plans to hire an independent financial adviser to help review an expected proposal from Musk. Separately, Tesla has retained its own law firm to represent its interests in the buyout, the company said.