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Tesla and SpaceX form committees to explore a merger, Musk says

Elon Musk says independent directors at the two companies are discussing a possible combination. No terms have been agreed, and he says a Tesla shareholder vote would be a high hurdle.

Elon Musk speaks at a press conference following the Falcon Heavy Flight 1 launch.
Elon Musk at a press conference after the Falcon Heavy Flight 1 launch in 2018; an archival file photograph. Elon Musk at a Press Conference — Daniel Oberhaus (resized and converted to WebP). CC BY-SA 4.0.Image sourceImage licence: CC BY-SA 4.0
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Tesla and SpaceX have formed committees of independent directors to discuss a possible merger, Elon Musk said during SpaceX’s third-quarter earnings call on October 20. The move puts a potential combination of the two companies he leads under formal consideration, but the committees have not agreed on transaction terms and a deal is not assured.

Musk said he cannot serve on either committee. Business Insider reported that he owns billions of dollars in shares of both companies. He told the call he thought a merger would be a good idea, while stressing that shareholders would have to support it.

Tesla shareholder vote would be a high hurdle

On the Tesla side, Musk said a merger would need votes from holders of 50% of all shares, rather than a majority of shares actually voted. He called that requirement ‘quite a high hurdle.’ It means support from shareholders who take part in a vote alone would not meet the threshold he described.

The Verge reported Musk’s warning that the committees had reached no agreement on the terms of any transaction and might never do so. His comments establish that directors are considering a merger; they do not amount to an announced deal.

Investor questions preceded the earnings call

Interest in a combination was visible before Musk’s announcement. Reuters reported that a question asking when SpaceX would merge with Tesla was the second-most upvoted submission to SpaceX management ahead of the earnings webcast, with 26 upvotes. The same question had 128 upvotes on Tesla’s investor-relations site. Those submissions showed investor interest, though they did not establish that either company had decided to pursue a transaction.

Reuters also reported that Barclays had suggested the previous week that a deal could be announced before Tesla’s December 3 annual meeting, with SpaceX the likelier acquirer. That was an analyst’s suggestion made before the call, rather than a timetable or structure announced by either company. Musk’s account of the committees left the potential transaction at the discussion stage.

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