(Reuters) - The U.S. Securities and Exchange Commission accused Tesla Inc TSLA.O Chief Executive Officer Elon Musk of fraud and sought to remove him from the role, saying he made a series of "false and misleading" tweets about potentially taking the company private.
Last month, Musk took to Twitter to announce that he was considering taking Tesla private for $420 per share and had secured funding. On Thursday, the SEC in a lawsuit outlined a detailed timeline of events leading to Musk’s going-private tweet and its aftermath, as follows.
** January 2017 - The SEC noted that Musk began a series of three or four in-person meetings with representatives of a sovereign investment fund. Reuters later identified the fund as Saudi Arabia’s Public Investment Fund.
During these meetings, according to Musk, the lead representative of the fund verbally expressed interest in making a large investment in Tesla and establish a production facility in the Middle East, the SEC said.
** July 31, 2018 - In the first meeting in months, lasting 30-45 minutes, the fund’s lead representative told Musk that the fund had recently bought almost five percent of Tesla’s stock, expressed interest in taking Tesla private and confirmed that he was empowered to make investment decisions for the fund.
-- Musk later stated that he assumed without confirming that the lead fund representative was proposing a “standard” going-private transaction, but acknowledged that the terms of any such deal were not discussed. Nothing was exchanged in writing, and there was no discussion of confidentiality, the SEC said.
-- The SEC said the meeting lacked discussion of even the most fundamental terms of a proposed going-private transaction. There was no discussion of any dollar amount or specific ownership percentage, acquisition premium to be offered to Tesla shareholders, restrictions on foreign ownership, regulatory hurdles, or board approval process.
** August 2 - After the U.S. market closed, Musk sent an email with the subject, “Offer to Take Tesla Private at $420,” to Tesla’s board, chief financial officer, and general counsel.
-- Musk explained his reasons for wanting to take Tesla private, including that being public “[s]ubjects Tesla to constant defamatory attacks by the short-selling community, resulting in great harm to our valuable brand.”
-- The SEC said that according to Musk, he had calculated the $420 price per share based on a 20 percent premium over that day’s closing share price, because he thought 20 percent was a “standard premium” in going-private transactions.
Musk picked $420 because he had recently learned about the number’s significance in marijuana culture and thought his girlfriend “would find it funny, which admittedly is not a great reason to pick a price,” Musk said in his email to the board, the SEC noted.
-- Before Musk’s July 31 meeting with the sovereign investment fund, Tesla’s stock had closed at about $298 per share and a 20 percent premium over that price would have indicated a price of about $358, the SEC noted in its lawsuit.
** Aug. 3: In response to Musk’s email, Tesla’s board had a telephone meeting, where Musk told board members that he wanted existing investors to stay with the company. At least one board member told Musk that it would be “really difficult for small investors” to remain shareholders in private Tesla, the SEC quoted Musk as saying.
** Aug. 6 - Musk discussed a potential going-private transaction with a private-equity fund partner with previous experience in such deals. He told the partner that the number of Tesla shareholders needed to execute the transaction would be below 300. At the time, Tesla had over 800 institutional shareholders and many more individual investors, the SEC noted, adding that according to the partner, the transaction structure that Musk was contemplating was “unprecedented.”
** Aug. 7 - Musk tweeted at about 1248 ET, during market hours: “Am considering taking Tesla private at $420. Funding secured.”
-- He went on to post several Twitter posts and engaged with other Twitter users regarding his go-private plans. He did not notify Nasdaq prior to publishing his tweets, as required by the stock exchange’s rules.
-- At this point, the SEC noted, Musk had not made several necessary checks, including not having further discussion with the sovereign fund, providing the board more details, or contacting existing Tesla shareholders to assess their interest in remaining invested in Tesla as a private company.
-- Twelve minutes after Musk’s first tweet, Tesla’s head of investor relations sent a text to Musk’s chief of staff asking: “Was this text legit?”
-- About 35 minutes after Musk’s initial tweet, Tesla CFO Deepak Ahuja sent him a text message, “Elon, am sure you have thought about a broader communication on your rationale and structure to employees and potential investors. Would it help if [Tesla’s head of communications], [Tesla’s General Counsel], and I draft a blog post or employee email for you?”
Musk responded, “Yeah, that would be great.”
-- Tesla shares closed up nearly 11 percent on Aug. 7.
** Aug. 10 - Three days after his tweet, Musk contacted the sovereign wealth fund for the first time since their July 31 meeting, the SEC said.
** Aug. 13 - Tesla published a blog post attributed to Musk called “Update on Taking Tesla Private”.
In the post, Musk attempted to walk back his Aug. 7 tweets, saying when he first tweeted his intention, it was based on his impression that there was “no question” that a deal with the sovereign fund could be closed and that it was “just a matter of getting the process moving.”
** Aug. 24 - Post published on Tesla’s public blog announced that Musk had abandoned the process of attempting to take Tesla private.
** September 27 - The U.S. Securities and Exchange Commission filed a lawsuit against Musk for fraud and sought to remove him from Tesla.
-- Up to Thursday’s close, Tesla shares had fallen about 10 percent since Aug. 6.
Reporting by Subrat Patnaik and Shubham Kalia in Bengaluru; Editing by Sayantani Ghosh, Bernard Orr
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