Examples of Social Media in M&A Transactions

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In April 2014, the SEC provided guidance on the use of social media in M&A and other contexts. Companies have begun to cautiously make use of the guidance but the flood gates haven’t exactly opened.

Comcast-Time Warner

If you go by volume of filings, this transaction is the leader in the use of social media. It’s not just boilerplate distribution of press releases, but reaching out and engaging those with interest, and perhaps opposition. Here is an example:

The following communications were made available by posts on Twitter:

Tweet 1: 6 out of 7 channels Comcast carries are not associated with co, carry 160 independent chs #futureofvideo #comcasttwc [link to http://corporate.comcast.com/images/Comcast-Legend-July-07-Update.pdf]

Tweet 2: @publicknowledge see #FCC filings pg 7 using latest FCC data [link to http://apps.fcc.gov/ecfs/document/view?id=7521351426] [link to http://corporate.comcast.com/images/Comcast-Legend-July-07-Update.pdf]

Tweet 3: @SwanniOnTV see recent filing – less than 30% of video households; 35% of broadband [link to http://corporate.comcast.com/images/Comcast-Legend-July-07-Update.pdf] [link to http://apps.fcc.gov/ecfs/document/view?id=7521351426]

Tweet 4: @SwanniOnTV that isn’t the market – the market is MVPDs [link to http://corporate.comcast.com/images/Comcast-Legend-July-07-Update.pdf]

Tweet 5: @publicknowledge Sen. Klobuchar is from Minnesota, not Nebraska, this is the divestures see [link to http://corporate.comcast.com/images/As-Filed-2014-06-04-SpinCo-Public-Interest-Statement-with-legend.pdf] [link to http://corporate.comcast.com/images/Comcast-Legend-July-07-Update.pdf]

URS Corp

On July 13, 2014, URS Corporation posted on twitter: “@AECOM to acquire $URS Corporation bit.ly/1q85rwN.”

On July 13, 2014, URS Corporation posted on twitter: “@AECOM BREAKING NEWS: AECOM to acquire URS Corporation US$56.31 per share in cash and stock buzz.mw/bcimx_f $ACM.”

DirectTV

The following communications were made available by posts on Twitter:

Tweet 1: @coreyhawk Until the transaction closes, DIRECTV & AT&T will continue to operate as separate companies. Visit us at [link to http://bit.y/1kfu7hK]

Tweet 2: The merger announcement will have no impact on DIRECTV’s existing products, services or programming. To learn more read our Customer FAQs at [link to http://bit.ly/1kfu7hK] – Charles

Tweet 3: We are committed to continuing to provide the world-class service and experience you know and love. To learn more read our FAQs at [link to http://bit.ly/1kfu7hK] – Charles

Tweet 4: If you are looking for more information about our combination with AT&T, check our Customer FAQ at [link to http://bit.ly/1kfu7hK]

Ebay

While maybe not an M&A transaction, Ebay has been active with respect to the PayPal matter. Both the CEO, John Donahoe, and director Marc Andreessen, have been tweeting:

On January 23, 2014, John Donahoe, President, Chief Executive Officer, and Director of eBay Inc. (the “Company”) sent the following Tweet relating to the Company under the Twitter handle @Donahoe_John (https://twitter.com/Donahoe_John):

“More on why @PayPal & @ebayinc are best together, on @LinkedIn linkd.in/1fa83SF Legend: bit.ly/1dV6g3z (CEO)”

[Legends Included in Original Are Excerpted at the End of this DEFA14A Filing]

* * * * * *

Director of the Company Marc Andreessen posted the following statements in a conversation on Twitter (https://twitter.com/pmarca/status/426415162111705088) relating to the Company using the Twitter handle @pmarca (https://twitter.com/pmarca):

@pmarca tweeted: “Entire eBay board, including me, fully aligned that eBay + PayPal are best together. Disclaimer: eBay director, http://bit.ly/1dV6g3z”

[TwitterUser1] commented: “@pmarca When you believe the mantra of ‘unlocking value’ applies in public companies?”
@pmarca responded: “[TwitterUser1] When the benefit to shareholders outweighs the cost to shareholders. [eBay director, http://bit.ly/1dV6g3z ]”

[TwitterUser2] commented: “@pmarca interesting, can you share more about why you reached that decision?”
@pmarca responded: “[TwitterUser2] Entire board carefully studies on regular basis. [eBay director, http://bit.ly/1dV6g3z ]”

[TwitterUser3] commented: “@pmarca would be instructive for investors to hear details of this POV from u or another Board member or Mgt.”
@pmarca responded: “[TwitterUser3] John Donahoe, CEO, discussed at length in Q call: http://seekingalpha.com/article/1961021-ebays-ceo-discusses-q4-2013-results-earnings-call-transcript … [eBay director, http://bit.ly/1dV6g3z ]”

[TwitterUser1] commented: “@pmarca that’s correct from a textbook/biz class perspective but what about from an opertions perspective?”
@pmarca responded: “[TwitterUser1] Costs of separation-loss of synergy, disruption-often outweigh hypothetical benefits. [eBay director, http://bit.ly/1dV6g3z ]”

[TwitterUser2] commented: “@pmarca I was more interested in knowing the details that lead to the decision. I guess they are private?”
@pmarca responded: “[TwitterUser2] I’d refer 2 John Donahoe (CEO) discussion on Q call this week: http://seekingalpha.com/article/1961021-ebays-ceo-discusses-q4-2013-results-earnings-call-transcript … [eBay director, http://bit.ly/1dV6g3z ]”

[Legends Included in Original Are Excerpted at the End of this DEFA14A Filing]

 

Topics:  Enforcement, FCC, Popular, SEC, Social Media

Published In: General Business Updates, Mergers & Acquisitions Updates, Securities Updates

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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