“Iron Man” Musk’s acquisition of Twitter is encountering the greatest resistance.

On Friday local time, twitter announced that all members of the board of Directors voted unanimously to launch the “poison pill plan”, that is, the shareholder rights plan, which is officially called “equity dilution anti takeover measures” to prevent Musk’s hostile takeover.

Twitter said in a statement that if the controlling shareholder disagrees with the company’s board of directors, it can trigger the exercise of the above “poison pill plan” to ensure that all other shareholders realize value.

In the above case, when an entity, individual or group acquires 15% or more of Twitter’s issued common shares in a transaction without the approval of the board of directors, the validity period is only one year. According to the equity plan, other shareholders will be allowed to purchase additional ordinary shares of the company at twice the market price.

Twitter said the move would ensure that any entity, individual or group that accumulated control of twitter through the secondary open market would pay an appropriate control premium to all shareholders. More details about the plan will be submitted to the securities and Exchange Commission (SEC), which has not yet been made public.

According to Bloomberg, Twitter has hired JPMorgan Chase to provide advisory services to prevent Musk’s acquisition. Previously, Twitter has hired Goldman Sachs as a consultant for Musk’s acquisition proposal.

According to people familiar with the matter, twitter made the plan to buy time. The board of directors met on Thursday to review the takeover offer, hoping to analyze and negotiate any transaction, which may still be accepted.

At present, Twitter’s share price has gradually dropped to $45.08 per share, with a market value of about $36.093 billion.

In just a few months, it became a major shareholder of twitter

Since this year, musk has been continuously buying twitter shares. Since January 31, musk has purchased more than 620000 twitter shares. Since then, he has not been absent from trading every trading day, and bought 4.8 million shares on the most day.

According to the latest documents of the securities and Exchange Commission, musk holds twitter9 1% shares. Quietly, musk has become a major shareholder of twitter.

According to Vanguard Group, an asset management company, its fund is currently the largest shareholder of twitter, holding a 10.3% stake. It is said that Musk’s latest shareholding in twitter is 9.6%.

Musk also seems to be at the helm. Recently, musk has successively posted multiple tweets to “guide the country” to twitter. For example, it is proposed to turn the San Francisco headquarters of the social media company into a homeless shelter because “no one will go there”; Or ask fans if they support deleting the letter W in twitter to make the word easier to read.

On April 5, twitter announced that musk would become a member of Twitter’s board of directors. Twitter strongly invites musk to join the board of directors, which can prevent the world’s richest man from taking control of Twitter and becoming a “barbarian at the door” in the short term.

Just as the world was expecting musk to join the board of directors, musk suddenly changed his mind. On April 11, twitter CEO tweeted that musk had refused to join the company’s board of directors. Musk himself did not explain this, and he sent a tweet of “covering his mouth and laughing”.

According to a previous agreement with Twitter, musk can only obtain a maximum of 14.9% stake in twitter during his term of office in 2024 or 90 days after joining the board of directors. This clause aims to limit Musk’s influence on twitter.

In other words, if you join the board of directors, musk can’t buy twitter in the short term. However, since musk will no longer join the twitter board, the 14.5% share limit will no longer exist. Now, Musk’s refusal to join the board of directors is actually preparing for the subsequent acquisition of twitter.

In addition to the poison pill program, musk also suffered a class action lawsuit

On April 14, musk said in a document submitted to the U.S. Securities and Exchange Commission that he would buy twitter for $54.2 per share in cash. Musk said that this is the “best and final” offer, and he will release Twitter’s extraordinary potential. The purchase price is 18% higher than the closing price of twitter on the previous trading day and 54% higher than the price of Musk’s first purchase of the company’s shares on January 28 this year.

Musk also warned that if twitter refused, he would reconsider his “status as a shareholder”.

In fact, just after Musk’s offer was made, Twitter’s board of directors considered its offer unwelcome. It is reported that at least one shareholder believes that the offer is too low. King holding, an investment fund of Prince Alwaleed bin Talal alsaud, tweeted that considering Twitter’s growth prospects, the offer did not reach its intrinsic value.

As a result, people familiar with the matter said yesterday that after musk issued an unwelcome privatization invitation, Twitter’s board of directors considered taking measures to prevent the company from being maliciously acquired by musk. One option currently under consideration is to adopt the “poison pill plan”, that is, the shareholder rights plan. Twitter may announce the poison pill plan as early as tomorrow. Another case is to reject the offer on the ground that the offer is too low.

As mentioned above, since this year, musk has frequently bought twitter shares until holding 9.1%.

According to the US Securities Law, when investors hold more than 5% of the company’s shares, they must notify the US Securities and Exchange Commission within 10 days.

As early as March 14, Musk’s shareholding ratio has reached 5%, which means that he should notify the securities and Exchange Commission before March 24.

Musk seems to take it