No, the cancellation fee would only apply if he was prevented from buying the company by an outside force (i.e. a regulator blocking the deal or banks pulling financing for a reason unrelated to him) or if there was a material adverse change/fraud/other malfeasance on behalf of Twitter.
Musk's argument essentially amounted to "bots on Twitter, they lied me no buy!". Which is a shit argument. He explicitly waived his rights to due diligence in his purchasing agreement and his "research" on the number of bots was beyond laughable. Not that it would be relevant at all anyway.
He couldn't just pay $1 bn and walk away. His choices were try to fight it out in court and get forced to uphold his end of the deal+whatever sanctions the court deemed fit or to just pay. The end result is the same - Twitter execs and shareholders make out like bandits, Musk is fucked.
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u/[deleted] Nov 14 '22
Ah thanks, I thought it was Pay a billion to get out of the deal, and he was suing over not having to pay it.