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Tesla Forms Committee To Evaluate Going Private Offer; Has "Not Yet Received" Musk Proposa

• https://www.zerohedge.com

Following last night's tweet by Elon Musk that Tesla is working with "Silver Lake and Goldman Sachs as financial advisors, plus Wachtell, Lipton, Rosen & Katz and Munger, Tolles & Olson as legal advisors, on the proposal to take Tesla private", even though Silver Lake subsequently denied it had been officially retainer, moments ago the Tesla board of directors announced it had formed a special committee comprised of three independent directors to evaluate a potential going private offer - assuming there is one - disclosed by Elon Musk.

The special committee is composed of Brad Buss, Robyn Denholm and Linda Johnson Rice; here Brad Buss is an off choice for an "independent" director as he was CFO of SolarCity which was about to become insolvent before Elon Musk bailed it out with a last minute acquisition.

While the language was generally boilerplate, a very notable highlight is that the "special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction nor has it reached any conclusion as to the advisability or feasibility of such a transaction."

Which remains a major oddity in light of the "funding secured" tweet.

The special committee also announced it has retained Latham & Watkins as its legal counsel and "intends to retain an independent financial advisor to assist in its review of a formal proposal once received", which is odd in light of Musk's tweet that Goldman was already retained for just that.

Full statement below.

Tesla Announces Formation of Special Committee to Evaluate Potential Going Private Transaction

Tesla, Inc. (the "Company") announced today that its Board of Directors has formed a special committee comprised of three independent directors to act on behalf of the Company in connection with Elon Musk's previously announced consideration of a transaction to take the Company private (the "Going Private Transaction"). The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction nor has it reached any conclusion as to the advisability or feasibility of such a transaction.

The special committee is composed of Brad Buss, Robyn Denholm and Linda Johnson Rice. The special committee has retained Latham & Watkins LLP as its legal counsel and intends to retain an independent financial advisor to assist in its review of a formal proposal once received. The Company has separately retained Wilson Sonsini Goodrich & Rosati as its legal counsel in this matter.

The special committee has the full power and authority of the Board of Directors to take any and all actions on behalf of the Board of Directors as it deems necessary to evaluate and negotiate a potential Going Private Transaction and alternatives to any transaction proposed by Mr. Musk. The special committee's grant of authority provides that no Going Private Transaction will be consummated without the approval of the special committee. The special committee expects to provide a further update concerning the process associated with Mr. Musk's proposal as soon as practicable.

No assurances can be given regarding the likelihood, terms and details of any proposal or potential Going Private Transaction, that any proposal made by Mr. Musk regarding a potential Going Private Transaction will be accepted by the special committee, that definitive documentation relating to any such Going Private Transaction will be executed or that such a transaction will be completed.

The stock remains broadly unchanged on the news.

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