(WTVO) — Tesla CEO Elon Musk has terminated an agreement to purchase Twitter on Friday, saying that the company made false representations about spam accounts on the platform.
Musk, who has offered to buy Twitter for $44 billion, had threatened to walk away from the deal if the company can’t show that less than 5% of its daily active users are automated spam accounts.
According to a filing with the SEC, Musk’s attorneys said Twitter was in material breach of the purchase agreement by not turning over information necessary to “make an independent assessment of the prevalence of fake or spam accounts on Twitter’s platform” during the last several months.
“In short, Twitter has not provided information that Mr. Musk has requested for nearly two months notwithstanding his repeated, detailed clarifications intended to simplify Twitter’s identification, collection, and disclosure of the most relevant information sought in Mr. Musk’s original requests,” the filing reads.
Musk has accused Twitter of turning over only a portion of data on spam accounts to his research team, preventing him from doing a full analysis prior to purchasing the company.
His representatives have implied that, since 90% of the company’s revenue comes from advertisements, it may be hiding the true number of fake accounts.
“Mr. Musk has reason to believe that the true number of false or spam accounts on Twitter’s platform is substantially higher than the amount of less than 5% represented by Twitter in its SEC filings,” the filing continues.
Twitter said Thursday that the spam accounts represent well below 5% of its active user base each quarter. To calculate how many accounts are malicious spam, Twitter said it reviews “thousands of accounts” sampled at random, using both public and private data such as IP addresses, phone numbers, geolocation and how the account behaves when it is active, to determine whether an account is real.
Private data, which isn’t available publicly and thus not in the data “firehose” that was given to Musk, includes IP addresses, phone numbers and location. Twitter said such private data helps avoid misidentifying real accounts as spam.
Fake social media accounts have been problematic for years. Advertisers rely on the number of users provided by social media platforms to determine where they will spend money. Spam bots are also used to amplify messages and spread disinformation. But Twitter noted in the call that not all automated accounts are malicious bots. Last year, it came out with a label for automated accounts to identify what the company calls “good bots” — such as accounts that send news, health or weather updates, for instance.
The problem of fake accounts is well-known to Twitter and its investors. The company has disclosed its bot estimates to the U.S. Securities and Exchange Commission for years, while also cautioning that its estimate might be too low.
Last month, Twitter offered Musk access to its “firehose” of raw data on hundreds of millions of daily tweets, according to multiple reports at the time, though neither the company nor Musk confirmed this.
The Associated Press contributed to this report.