**Previous Episode: [[BDE410]]** **Next Episode: [[BDE412]]** %%Post image thumbnail below.%%  > [!abstract|no-i] **Episode Overview** **Date Aired:** [[02-15-2025]] **Title:** Hostile Takeovers for Dummies **Episode:** 411 **Description:** Looking back at the tactics Elon used to purchase Twitter in 2022 to better understand methodologies in place today. I planned on doing this a few days ago pre-baby drama, which will not be covered. **Link:** https://rumble.com/v6lbrxd-big-dig-energy-411-hostile-takeovers-for-dummies.html **Tags:** %%<https://historydraft.com/happened/what-happened/1-January/world>%% ## Replay %% Get embed URL then highlight and hit ALT + I%% <iframe src="https://rumble.com/embed/v6j3v8y/?pub=6eeyh" allow="fullscreen" allowfullscreen="" style="height:100%;width:100%; aspect-ratio: 16 / 9; "></iframe> <br> ## Greetings & Announcements ## Segments ### Shifting Towards Higher Concepts **These problems we face are much bigger than people's reactions to them.** This formulaic sense of "good and evil" that now seems to be shoved into everything is terribly childish. This is like Lord of the Rings stuff. Or a shitty Marvel movie. This isn't a rational way to approach the problems that we have, it's frustrating, and I want to shift gears a little bit. ### Depo-Provera So last year, around March of 2024, a study came out overseas showing that women who had taken the birth control Depo Provera, which is essentially a synthetic hormone, a three month supply's worth that's injected into your body, were like 500 percent more likely to develop a brain tumor than those who hadn't taken it. Also, ten years ago Pfizer started warning about the possibility of these exact brain and spine tumors in Canada and Europe. They did not warn about them in the United States. Tumors have to have a very specific name in order to qualify for this specific suit, and that's a meningioma. Named like that because they grow around the meninges. Essentially membrane layers that cover your brain and your spine. [March 2024](https://archive.ph/T7wBh) — Hormone medication could increase risk of brain tumours, French study finds  > Millions of women around the world who use certain hormone drugs for contraception and to manage conditions such as endometriosis may have a raised risk of rare, usually benign, brain tumours, researchers say. > > Scientists found that prolonged use of certain progestogen medications was linked to a greater risk of meningioma, which are tumours (usually noncancerous) that form in tissues around the brain. > > But while the risk of meningioma was higher in women who took the medications for more than a year, one leading expert said the finding should not worry past or present users because the elevated risk remained "extremely small". > > Progestogens are similar to the natural hormone progesterone. They are used in contraceptives, for gynaecological conditions such as endometriosis and polycystic ovary syndrome, and in hormone replacement therapies used during the menopause. > > A handful of high dose progestogens are already known to raise the risk of meningioma, but in the latest study published in the BMJ, researchers at France's National Agency for Medicines and Health Products Safety investigated eight more commonly used forms of the hormone. > > Most meningiomas are not usually cancerous and grow slowly, but because they can put pressure on the brain they often need surgical removal. The tumours are rarely life-threatening, but the surgery involved carries risks, not least to brain structures near the tumours, which can sometimes be damaged. > > Using data from the French national healthcare system, the researchers identified 18,061 women, with an average age of 58, who had surgery between 2009 and 2018 to remove intracranial meningiomas. > > By comparing each case with five healthy, matched controls, the researchers found that prolonged use – meaning more than 12 months – of three progestogens was associated with a greater risk of meningioma that needed surgery. > > Two oral pills, medrogestone and promegestone, were linked to a 4.1 and 2.7-fold greater risk of meningioma respectively; and medroxyprogesterone acetate, a contraceptive injection sold as Depo-Provera, was linked to a 5.6-fold higher risk. Because the study is observational, it cannot prove that the hormones cause the tumours. No excess risk was found for progesterone, dydrogesterone, or widely used hormonal intrauterine systems. > > In a statement, Pfizer, the manufacturer of Depo-Porvera, said: "We are aware of this potential risk associated with long-term use of progestogens and, in collaboration with regulatory agencies, are in the process of updating product labels and patient information leaflets with appropriate wording." > > Writing in the journal, the researchers call for more studies into the safety of the hormones, particularly injectable medroxyprogesterone acetate. The injections are rarely used in the UK and the rest of Europe, but 74 million women globally receive them, meaning "the number of attributable meningiomas may be potentially high", they write. [October 3, 2024](https://archive.ph/EkLLn) — First Lawsuit Filed Alleging Contraceptive Depo-Provera Caused Brain Tumor - Overview: 1. On Tuesday, Weitz & Luxenberg filed the first lawsuit against Depo-Provera manufacturer Pfizer and several affiliated companies that sell the authorized generic form. 2. The litigation is being featured at next week's Mass Torts Made Perfect. 3. Pfizer, in a statement, said the claims 'lack merit' and intends 'to vigorously defend against them.' 4. In March, neurosurgeons and researchers in France published a large case control study in the British Medical Journal that found women who continually took the contraceptive Depo-Provera had a 550% higher chance of developing brain tumors. February 10, 2025 — [Birth Control Alert: Growing Number of Depo-Provera Brain Tumor Lawsuits Are Now Centralized in a Florida Court](https://www.8newsnow.com/business/press-releases/ein-presswire/784819362/birth-control-alert-growing-number-of-depo-provera-brain-tumor-lawsuits-are-now-centralized-in-a-florida-court/) > The United States Judicial Panel on Multidistrict Litigation (JPML) has ordered the consolidation of 27 federal lawsuits concerning the contraceptive Depo-Provera into a Multidistrict Litigation (MDL). These cases, previously pending in eight different districts, will now be centralized in the Northern District of Florida under the oversight of Judge M. Casey Rodgers. > > The plaintiffs in these actions allege that prolonged use of Depo-Provera, approved by the FDA in 1992 as an injectable contraceptive, has been linked to an increased risk of developing intracranial meningiomas—a type of brain tumor. The lawsuits claim that the manufacturers failed to adequately warn users of this significant risk. #### [Civil Action No.: 5:24-cv-02524](https://levinlaw.com/wp-content/uploads/2024/12/Depo-Provera-CDCA-Alicia-Wilson-COMPLAINT-FILED-2024.11.26-1.pdf) <div style="left: 0; width: 100%; height: 0; position: relative; padding-bottom: 60%;"><iframe src="https://docs.google.com/viewer?embedded=true&url=https://levinlaw.com/wp-content/uploads/2024/12/Depo-Provera-CDCA-Alicia-Wilson-COMPLAINT-FILED-2024.11.26-1.pdf" style="top: 0; left: 0; width: 100%; height: 100%; position: absolute; border: 0;" allowfullscreen></iframe></div> #### Consolidation [within courts](https://levinlaw.com/wp-content/uploads/2025/02/MDL-3140-Transfer_Order-1-25.pdf) <div style="left: 0; width: 100%; height: 0; position: relative; padding-bottom: 60%;"><iframe src="https://docs.google.com/viewer?embedded=true&url=https://levinlaw.com/wp-content/uploads/2025/02/MDL-3140-Transfer_Order-1-25.pdf" style="top: 0; left: 0; width: 100%; height: 100%; position: absolute; border: 0;" allowfullscreen></iframe></div> ### Takeover Timeline  Elon Musk spent the lion's share of 2022 trying to buy Twitter. He ended up having to do it as a hostile takeover. In mergers and acquisitions (M&A), a hostile takeover is the acquisition of a target company by an acquiring company that goes directly to the target company's shareholders, either by making a tender offer or through a proxy vote. A tender offer is a proposal that an investor makes to the shareholders of a publicly traded company. The offer is to tender, or sell, their shares for a specific price at a predetermined time. In some cases, the tender offer may be made by more than one person, such as a group of investors or another business. Tender offers are a commonly used means of acquisition of one company by another.  So for this discussion, Elon wants to take over ownership of another company (Twitter) called the target when the board of that target company does not want that to happen. There are basically two ways to do a hostile takeover. Number one, you can make a premium offer to the board of the target, which in turn places immense pressure on the board from the shareholders of the target company to sell at that price so they can get good value for their shares. The second way to do a hostile takeover is to go directly to the shareholders and offer to buy their shares from them. In the end, Elon launched both of these tactics within about a week of each other, and the results were pretty magical. In mid April of 2022, Elon launched his first Salvo, which was a premium offer to the board of Twitter to buy Twitter. Now, this offer was about 41 billion, which was about 54. 20 a month. Per share, it was a pretty good offer and most people agreed. This is called a bear hug in M&A deals or hostile takeover terms. Now it's still hostile and it's still a takeover, but it's a bear hug because it's theoretically a premium price for the company. And the idea is for the shareholders to like the price so much that they put pressure on the board of the target for the board to accept the price. SEC Filing: https://www.sec.gov/Archives/edgar/data/1418091/000110465922045641/tm2212748d1_sc13da.htm **Exhibit B** Bret Taylor Chairman of the Board, I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy.   However, since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company. As a result, I am offering to buy 100% of Twitter for $54.20 per share in cash, a 54% premium over the day before I began investing in Twitter and a 38% premium over the day before my investment was publicly announced. My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder. Twitter has extraordinary potential.  I will unlock it. Elon Musk --- As I indicated this weekend, I believe that the company should be private to go through the changes that need to be made. After the past several days of thinking this over, I have decided I want to acquire the company and take it private. I am going to send you an offer letter tonight, it will be public in the morning. Are you available to chat? --- - Best and Final: - a. I am not playing the back-and-forth game. - b. I have moved straight to the end. - c. It's a high price and your shareholders will love it. - d. If the deal doesn't work, given that I don't have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder. - i. This is not a threat, it's simply not a good investment without the changes that need to be made. - ii. And those changes won't happen without taking the company private. - My advisors and my team are available after you get the letter to answer any questions - a. There will be more detail in our public filings. After you receive the letter and review the public filings, your team can call my family office with any questions. --- %%Footer Starts Here%% --- ![[Brain Icon 1.png|center]] <b><font color="#ffffff"> <center>You might not have noticed it… but your brain did.</center> </font></b> --- ### Tags ### Linked Pages & Footnotes