Mass suicides reported at Twitter HQ, Reddit is next
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He's not offering $54 to shareholders, he's offering it to the company. If they accept, the shares are recalled in exchange for $54 per share.
The only decision here is by the board, and they won't sell because they don't want to. This isn't even like a vote at a shareholder meeting.
But NOT taking the offer can lead to a class-action lawsuit by the shareholders.
Apparently they just need to come up with some bullshit about how they think the stock value will be worth more, or how they plan to increase it over the buyout price. Blackrock will help them figure it out. I'm slightly hopeful, but like other people here I suspect it's not about the money for them.
They'll just say it's not worth 20% for big funds like Vanguard to have a taxable event. They'd need an equivalent in capital losses to avoid paying that 20% in taxes.
Or they'll delay the decision until the stock goes up to $53 from speculators and say anybody that wanted out could have just sold the stock themselves at the same value.
I don't think they even have to justify saying no, but even if they do this small premium is easy to lawyer away. Now if Elon had presented it to stockholders at the shareholder meeting and offered $420/share that would be different.