#SocialStocks: Twitter Shareholders Approve Merger Agreement With Elon Musk

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Meta fined for privacy violations in South Korea, Google speculated to take out Pinterest, and other notable stories from this week.

Welcome to “#SocialStocks,” The Fly’s weekly recap of Wall Street’s reactions to social media stock news.

IOS UPDATE: 

Meta Platform’s (META) Facebook quietly rolled out a mobile app update to include support for Apple’s (AAPL) iOS 16 and Lock Screen widgets, TechCrunch’s Aisha Malik reported. The two Lock Screen widgets users can choose include “Birthdays at a Glance” and “Top Updates,” Malik says.

ZOOMTOPIA: 

Hoping to stop its customers from jumping ship to services run by Microsoft (MSFT) and Google (GOOGL), Zoom Video (ZM) plans to debut its own email and calendar services, possibly as soon as its Zoomtopia conference in November, a person with direct knowledge of the plans tells The Information’s Kevin McLaughlin. Zoom has spent the better part of two years quietly developing the new services, though executives haven’t unveiled the products to most staff, according to the report.

CO-BRANDED SOCIAL MEDIA ADS: 

“Co-branded Buy with Prime social media ads, which are funded and managed by Amazon (AMZN), help participating Buy with Prime sellers reach shoppers on Facebook and Instagram and drive traffic to products on their DTC sites. Potential customers see ads from Amazon’s Buy with Prime page on Facebook and Instagram that feature specific sellers. When the shopper clicks on that ad, they’re taken to a product detail page on the seller’s DTC site where they can purchase directly from the seller using Buy with Prime. Co-branded social media ads are now available in an invitation-only beta,” Amazon announced at Accelerate, the company’s annual seller conference.

PRIVACY VIOLATIONS: 

South Korea’s Personal Information Protection Commission has fined Google $50M and Meta $22M for privacy violations, the PIPC said in a statement. The data watchdog claims neither Google nor Meta properly obtain consent or inform users on how they collect and use data, particularly with regards to behavioral information used to predict interests for marketing and advertising purposes. “Third-party behavioral information is obtained when users visit websites and apps other than the platform. Since it is automatically collected, it is difficult to predict which behavior performed on which website or app is collected,” said the PPIC.

TWITTER DEAL: 

Twitter (TWTR) announced that its stockholders have approved the previously announced merger agreement for Twitter to be acquired by affiliates of Elon Musk for $54.20 per share in cash. Based on a preliminary tabulation of the stockholder vote, approximately 98.6% of the votes cast at the Special Meeting approved the proposal to adopt the Merger Agreement. The shareholder approval satisfies the final condition precedent to the closing of the merger under the merger agreement. Twitter stands ready and willing to complete the merger with affiliates of Musk immediately, and in any event, no later than on September 15, 2022, the second business day following the satisfaction of all conditions precedent, which is the timeline required by the merger agreement. As previously announced, affiliates of Musk have delivered notices purporting to terminate the merger agreement. Twitter continues to believe that Musk’s purported termination of the merger agreement is invalid and without merit, and that the Musk parties continue to be bound by the merger agreement and obligated to complete the merger on the agreed terms and conditions. Twitter has filed a lawsuit in the Delaware Court of Chancery to compel Musk to complete the acquisition, and Twitter remains committed to doing so on the price and terms agreed upon with Musk. Alexa Corse and Sarah Needleman of The Wall Street Journal reported that Saudi Prince al-Waleed bin Talal, who agreed to roll his nearly 5% stake into the deal before Musk said he wanted to back out of his agreement, voted his shares in favor of the deal. 

The Senate Committee on the Judiciary released the prepared remarks from Peiter Zatko, the whistleblower who is testifying regarding his time at Twitter. In the prepared remarks, Zatko, who was previously Twitter’s “Security Lead,” stated in part: ” I believe that Twitter’s willingness to purposely mislead regulatory agencies violates Twitter’s legal obligations and cannot be ethically condoned. Given the potential harm to the public of Twitter’s unwillingness to address problems I reported and Twitter’s continued efforts to cover up those problems, I determined lawful disclosure was necessary despite the personal and professional risk to me and my family of becoming a whistleblower… Upon joining Twitter, I discovered that the Company had 10 years of overdue critical security issues, and it was not making meaningful progress on them. This was a ticking bomb of security vulnerabilities.”

On September 9, Twitter received another notice of purported termination of the merger agreement with Elon Musk and disclosed its response to that third notice of termination in a regulatory filing, in which the lawyers for Twitter stated in part: “As was the case with both your July 8, 2022 and August 29, 2022 purported notices of termination, the purported termination set forth in your September 9, 2022 letter is invalid and wrongful under the Agreement, including under Section 8.1(d) thereof. Twitter has breached none of its representations or obligations under the Agreement, and following the receipt of the approval of Twitter’s stockholders at its September 13, 2022 special meeting, all of the conditions precedent to the closing of the Merger will be satisfied (other than those conditions that by their nature are to be satisfied at Closing). Twitter intends to enforce the Agreement and close the transaction on the price and terms agreed upon with the Musk Parties… The Agreement is not terminated, the Bank Debt Commitment Letter and the Equity Commitment Letter remain in effect, and Twitter again demands that Mr. Musk and the other Musk Parties comply with their obligations under the Agreement, including their obligations to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Agreement, the Bank Debt Commitment Letter, and the Equity Commitment Letter. Twitter will continue to pursue its right to specifically enforce all of the Musk Parties’ obligations under the Agreement. Twitter reserves all contractual, legal, and other rights.”

Twitter agreed in June to a confidential settlement under which it would pay roughly $7M to Peiter Zatko, the whistleblower whose allegations will be part of Elon Musk’s case as he tries to back out of his deal to buy the company, according to The Wall Street Journal’s Cara Lombardo, citing people familiar with the matter. The settlement was completed days before Zatko, who was Twitter’s security head before being fired in January, filed his whistleblower complaint in July, the report said. Zatko is set to testify before the U.S. Senate Judiciary Committee on Tuesday to discuss his allegations of security failures, which is the same day that Twitter shareholders are being asked to vote on the proposed takeover of the social media company by Tesla’s (TSLA) CEO, the report added.

Former Disney (DIS) CEO Bob Iger said the company found that “a substantial portion” of Twitter’s (TWTR) users “were not real” when Disney considered buying Twitter in 2016, Vox’s Peter Kafka reported. Iger made the comments at the Code Conference, and added that Twitter would have been a “phenomenal” distribution platform for Disney but that it would have come with “so many other challenges and complexities that as a manager of a great global brand, I was not prepared to take on a major distraction and having to manage circumstances that weren’t even close to anything that we had faced before.” Tesla (TSLA) CEO Elon Musk is currently looking to break his $44B takeover of Twitter.

PINTERESTED: 

Andrew Left’s Citron Research said via Twitter, “$PINS + $GOOG Don’t look now but look who has the hottest property on social media. Shuffles by Pinterest (PINS)…. when looking at the facts, it is obvious why Google will probably be a potential acquirer in the near future.”

OUT OF THE BLUE: 

In a Monday tweet, Twitter Blue said, “listen up: podcasts are coming to Twitter! now available in Twitter Blue Labs-members on iOS get early access to try the redesigned @TwitterSpaces tab, which includes podcasts, themed audio stations, and live + recorded Spaces (Android coming soon!)”.

INTEGRATION: 

Sprout Social (SPT) announced a new integration with Salesforce Service Cloud (CRM) to provide brands with a 360-degree view of their customer interactions. Earlier this year, Sprout Social and Salesforce launched a global partnership which made Sprout the preferred social media management solution for Salesforce customers. Building upon that partnership, the new Service Cloud integration ensures Salesforce customers can manage all of their social customer care requests directly from within Service Cloud while enriching customer CRM profiles with social data to provide a holistic view of customer interactions. This functionality becomes increasingly important as service organizations rank social media the #1 non-traditional channel they use for customer support. In addition to the Service Cloud functionality, Sprout will also integrate Marketing Cloud Intelligence-Salesforce’s marketing analytics solution-into its platform to provide an automated method for bringing social data and insights into overall marketing dashboards in Salesforce and Intelligence.

SEGMENT COMBINATION: 

Meta is set to combine the team that moderates ad content, the business integrity unit, with its central integrity team, which moderates users’ posts, Axios’ Sara Fischer reported. According to an internal memo obtained by the publication, Meta will also combine Meta’s customer support efforts. The new integrity team will be run by Chief Information Security Officer Guy Rosen. No positions are being eliminated from either team, a source said.

SERVER OUTAGE: 

One of Twitter’s major data centers in California has been pushed offline due to extreme heat in the state, CNN’s Donie O’Sullivan, Brian Fung, and Sean Lyngaas reported, citing an internal memo. The company warned in the memo that another outage elsewhere could lead to the service going dark for certain users, the authors noted.

ANALYST COMMENTARY: 

Morgan Stanley analyst Brian Nowak estimates using third party data from Sensor Tower that total time spent on Meta in the U.S. was down 3% year-over-year in August, noting that this was the second consecutive monthly decline but also pointing out that both Instagram and core Facebook total time remained up about 7% and 33%, respectively, above estimated August 2019 levels. His negative revisions and estimate cuts made previously on August 19 are “well understood by the market,” but these time spent trends create more tactical risk and uncertainty to near-term estimates, said Nowak, who adds that Meta must be clear about trends on the upcoming Q3 earnings call in October to clearly describe whether U.S. time spent is actually growing and if third party data are inaccurate.

Evercore ISI analyst Mark Mahaney raised the firm’s price target on Snap to and maintained an In Line rating on the shares as he is “modestly increasing” his FY22-FY23 revenue estimates and also raising his EBITDA estimates following the company’s intra-quarter update on August 31. He is now modeling a meaningful EBITDA margin expansion to 17% next year from his estimate of 9% margin in FY22, driven by cost reduction initiatives and scaling of the business, Mahaney noted.

KeyBanc analyst Thomas Blakey initiated coverage of Zoom Video with a Sector Weight rating and no price target. While he views CCaaS having structural, strategic, technological and economic advantages over existing contact center solutions and sees Zoom as well-positioned to gain share in phone, he also cites the untested monetization of other services and a shrinking online segment for his Sector Weight rating on the shares.

Piper Sandler analyst Thomas Champion lowered the firm’s price target on Meta Platforms. The analyst’s suggests Facebook Blue year-over-year CPM declines continue despite easier compares. Channel checks indicate app tracking transparency headwinds are significant and that advertisers have not yet regained confidence in bottom-funnel key performance indicators, Champion tells investors in a research note. In addition, TikTok may be taking share from Meta, notes the analyst, who lowered estimates for the latter.

BofA analyst Justin Post noted that an internal memo sent by Snap (SNAP) CEO Evan Spiegel was leaked to the press in which the executive outlined 2023 goals that include revenue of $6B, adjusted EBITDA above $1.5B and free cash flow above $1B, all of which are above the Street’s current consensus. While he sees these targets as “a stretch,” Post notes he also has above-Street estimates for 2023 and says he is “encouraged by management’s ambitions.

Originally Posted September 14, 2022 – #SocialStocks: Twitter shareholders approve merger agreement with Elon Musk

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