| | | | | | | Presented By BlackRock® | | | | Axios AM | | By Mike Allen · Jul 09, 2022 | | Hello, Saturday. Smart Brevity™ count: 1,168 words ... 4½ mins. Edited by Donica Phifer. | | | | | | 1 big thing: Twitter's next move |  | | | Photo illustration: Annelise Capossela. Photo: Patrick Pleul/Pool/AFP via Getty Images | | | | Elon Musk wants to walk away. Twitter says: Not so fast. - Musk lawyers said in an eight-page letter to Twitter, filed with the SEC, that he's bailing on their $44 billion deal. He claimed the social-media company made "false and misleading representations."
- Twitter chairman Bret Taylor tweeted back: "The Twitter Board is committed to closing the transaction on the price and terms agreed upon with Mr. Musk and plans to pursue legal action to enforce the merger agreement."
Why it matters: This sets up a massive legal fight between Musk and Twitter, potentially with a Delaware court as the deal's ultimate arbiter, Axios' Kia Kokalitcheva and Dan Primack report. - "We are confident we will prevail in the Delaware Court of Chancery," the Twitter chairman tweeted.
Behind the scenes: Musk largely waived due diligence before agreeing to buy Twitter — at a price that seemed high even before the broad decline in tech stocks. - Since signing, he has argued that Twitter is undercounting its "bot" accounts.
- Twitter has provided Musk with some data, but also has maintained its intentions to close the merger at the agreed-upon price and terms.
👀 What we're watching: Twitter can sue to enforce the deal under a merger term, "specific performance," that theoretically could result in a Delaware judge forcing Musk to buy the company. - Twitter also could seek damages.
Between the lines: Musk can't necessarily walk away even if he agrees to pay a $1 billion deal-termination fee. The merger agreement allows each party to bail only under very specific circumstances. - Musk believes those breaches have occurred, thus giving him flexibility. Twitter strongly disagrees.
"Specific performance" is kind of a "you break it, you buy it" situation, but with many more lawyers. - Judges only go there as a last resort, often preferring some sort of financial settlement. But it's not unprecedented for them to compel an acquisition against the buyer's wishes.
🐦 In a special edition of Pro Rata Weekend, we'll have more Twitter reporting from Kia Kokalitcheva, Dan Primack and Felix Salmon. Sign up here. |     | | | | | | 2. 🇯🇵 Attack rattles Japan |  | | | Shinzo Abe with President Obama in 2014 and President Trump in 2019. Photos: AP | | | | Japan is an island nation where people felt immune to gun violence before yesterday's shocking assassination of former prime minister Shinzo Abe. - Consider these stats, via the N.Y. Times: "There was only one firearm-related death in all of 2021. Since 2017, there have been 14 gun-related deaths, a remarkably low figure for a country of 125 million people."
Why it matters: Guns are carried by police in Japan but are illegal for most citizens, with exceptions for hunting. A license "is time-consuming and expensive, so very few people go through the hassle," The Times notes. Another cultural reality adding to the shock over the attack: "Tempers rarely run high in Japan's famously sedate politics." Screenshot: CNN In the image above, you see the handmade, 15-inch-long firearm the 41-year-old suspect fashioned out of metal and wood. - The device had a pistol grip and was made of two pipes covered in black electrical tape, Reuters reports.
- Investigators found several other handmade guns at his one-room apartment in Nara, the city in western Japan where Abe was shot.
Police said the suspect, a former member of Japan's navy, responded calmly to questions — and admitted to the attack. - The suspect said he plotted to kill Abe because he believed rumors about his connection to a certain group that police didn't identify.
| | | | | | | | 3. 😱 Housing is least affordable in 22 years |  Data: National Association of Realtors. Chart: Erin Davis/Axios Visuals Record prices and higher mortgage rates made May the most expensive month to buy a home since 2006, The Wall Street Journal writes from the National Association of Realtors' Housing Affordability Index. - Why it matters: Home-buying was relatively affordable in 2020 and 2021. "But this year, mortgage rates have moved up sharply and house prices have climbed to new highs nationwide," The Journal notes.
🥊 Mark Fleming, chief economist at First American Financial, a title insurance company, said: "I don't know that we'll ever see affordability again like we saw in the last year or two." | | | | | | | | A message from BlackRock® | | Invested in the future of retirees | | |  | | | | All across the country, people are working hard to build a better future. So, we are hard at work, helping them achieve financial freedom. At BlackRock, we are proud to manage the retirement plan assets of over 35 million Americans. Learn more. | | | | | | 4. 🎰 1,000 words | | Photo: Wayne Parry/AP Above: Spectators view an image from the "Beyond Van Gogh" exhibit at the Hard Rock casino in Atlantic City, N.J. - Casinos are using fine-art galleries or exhibitions to draw new customers who might not otherwise visit a gambling hall, AP reports.
Why it matters: They're helping broaden their customer bases, but also putting new eyeballs in front of some of the world's great works of art. Photo: Wayne Parry/AP Hard Rock's "Beyond Van Gogh: The Immersive Experience" is a 30,000-square-foot display that digitally reproduces 300 of Vincent van Gogh's works, projecting them onto screens, walls and floors. | | | | | | | | 5. 📚 Mark Leibovich on "getting the joke" | | Illustration: Gabriel Carr for The Atlantic. Used by kind permission Sen. Lindsey Graham (R-S.C.) "was always saying how important it was to 'get the joke' about Trump," Mark Leibovich writes in his rollicking read out Tuesday, "Thank You for Your Servitude: Donald Trump's Washington and the Price of Submission." - "Leibo" — a former reporter for the WashPost and N.Y. Times, now at The Atlantic — picks up his Washington vivisection where he left off with his bestselling "This Town," which captured D.C. as high school.
"Getting the joke," Leibovich writes in the forthcoming book, via an excerpt published by The Atlantic, "is a timeworn Washington expression, referring to a person's ability to grasp a shared truth about something best left unspoken." In the case of Trump, the "joke" was that he was, at best, not a serious person or a good president and, at worst, a dangerous and potentially criminal jackass. "Oh, everybody gets the joke," Mitt Romney assured me in early 2022 when I asked him if Senate Republicans really believed what they said in public about how wonderful Trump was. Why it matters: "Yes, politicians will sometimes say different things in front of different audiences. No big shocker there. But the gap between the public adoration expressed by Trump's Republican lickspittles and the mocking contempt they voiced for him in private could be gaping." | | | | | | | | 6. ⚾ Shoutout from the dugout |  | | | Photo: Roberts Family via AP | | | | The Milwaukee Brewers hung a jersey in their dugout last night for Cooper Roberts (above), an 8-year-old who was paralyzed in the Fourth of July attack on a parade in Highland Park, Ill. - When Cooper was described in press reports as a huge Brewers fan, the club connected with his family.
Photo: Morry Gash/AP The jersey's number was that of Brew Crew star Christian Yelich — but the name said "ROBERTS." - Cooper's family said he regained consciousness yesterday for the first time since the shooting, and was removed from a ventilator.
- He's paralyzed from the waist down, AP reports.
Cooper's mother — Dr. Keely Roberts, the school superintendent in Zion, Ill. — was shot in a foot and leg, and may need a third surgery. - Cooper asked right away about his twin brother, Luke, who was injured by shrapnel but recuperating at home.
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