Twitter shareholders are expected to vote in September on the billionaire Elon Musk’s $44 billion proposal to buy the influential social network after trying to pull out of the deal.

Twitter has scheduled a meeting for shareholders to vote on the proposal for Sept. 13 at 10 a.m. PT, according to a regulatory filing Tuesday. The company’s board of directors is urging shareholders to approve the transaction.

“We are committed to completing the merger at the price and on the terms agreed to with Mr. Musk. Your vote at the special meeting is critical to our ability to complete the merger,” the filing said. As part of the deal, shareholders will receive $54.20 in cash for each Twitter share they own.

Twitter and Musk are currently involved in a legal battle because the billionaire said in July that he no longer wanted to buy Twitter and privatize the company. Musk’s attempt to walk away from acquiring the social media site has raised concerns about Twitter’s future.

Musk said the deal can’t move forward until he has proof that less than 5% of Twitter’s 229 million daily users in the first quarter were fake or spam-focused, an important metric for Understand Twitter’s advertising activities. But Twitter alleges in a lawsuit against Musk that the billionaire is trying to walk away from the deal because his personal wealth has plummeted, so the acquisition has become more expensive for him.

Here’s what you need to know about the ongoing saga between Musk and Twitter:

Why is Musk trying to end the deal?

Musk, who runs Tesla and Space X, seems worried about the future of Twitter’s business, even though he told a TED2022 talk that he doesn’t care about the “economics” of Twitter. purchase of Twitter.

A letter sent by Musk’s attorney claims that Twitter breached parts of its agreement with Musk, and it outlines information the company allegedly failed to provide to the billionaire, including the social network‘s calculations of daily users. Twitter makes most of its money from selling ads, so the number of people who can see ads is an important metric for the company.

“This information is fundamental to Twitter’s business and financial performance and is necessary to complete the transactions contemplated by the merger agreement as it is necessary to ensure Twitter’s satisfaction of closing conditions, to facilitate financing and financial planning of Mr. Musk for the transaction, and to engage in transition planning for the business,” the letter reads.

Since Musk struck a deal with Twitter, the company’s share price has fallen and there are fears of a possible recession. Twitter laid off key executives, froze hiring and laid off about 30% of its talent acquisition team.

Twitter does not accept Musk’s explanation and alleges in the lawsuit that his requests for information were designed to “try to frustrate the deal.”

Why did Musk want to buy Twitter in the first place?

Musk is an avid user of the service but also one of its most vocal critics.

Musk tweeted out a poll to his followers in March that asked if users thought Twitter protected free speech. He said the poll results, in which around 70% of the 2 million people polled answered “no”, would be “very important”.

“Given that Twitter serves as the de facto town square, failure to adhere to the principles of free speech fundamentally undermines democracy. What should be done?” Musk said in a follow-up tweet. Then he made an offer to buy Twitter, noting that he thought Twitter needed to be private to achieve his goal.

The guarantee of free speech in the First Amendment to the US Constitution applies to government censorship speech, but not companies such as Twitter, which have their own rules about what is not allowed on their sites.

Musk again referenced free speech when Twitter announced the deal in April. He also said he wanted to improve Twitter with new features and promised to make the service’s algorithms open source, defeat spambots and authenticate all humans.

“Twitter has huge potential,” Musk wrote. “I look forward to working with the company and the user community to unlock it.”

Progressives have criticized social media companies for failing to crack down on harmful content such as hate speech and harassment. Conservatives claim their speech is censored. (Twitter has long denied claims that it censors conservatives.)

On April 19, Musk tweeted that he thinks social media policies “are good if the most extreme 10% on the left and right are equally unhappy”. He also said he would reverse the ban on former US President Donald Trump who was kicked off the platform after the Jan. 6 Capitol riots over concerns about inciting violence. Trump said he doesn’t plan to return to Twitter even if the company lifts the ban.

What was Twitter’s response?

Twitter says closing the deal is in the best interests of shareholders.

Initially, it looked like Twitter was going to turn down the offer, but the board began to take it more seriously when Musk provided details on how he would fund the deal. The company had adopted a defensive strategy known as the “poison pill” that would make it harder for Musk to increase his stake in the company. The tactic allowed Twitter to accept a competing offer, should one arise.

co-founder of Twitter Jack Dorsey tweeted on April 15 that “as a public company, Twitter has always been ‘for sale’. that’s the real problem.” Twitter has faced leadership changes, layoffs and activist investors as a public company. After Twitter announced the deal, Dorsey said he doesn’t believe anyone should own or run Twitter, but taking it back to Wall Street is the “correct first step.”

“Solving the problem of being a business though, Elon is the singular solution I trust,” Dorsey tweeted. “I trust his mission to expand the light of consciousness.”

A filing with the U.S. Securities and Exchange Commission also sheds some light on how the deal came about. Musk spoke with Twitter co-founder Jack Dorsey in March about the future of social media and the decentralization of social media so that users have more control over their data and content than they see.

Musk’s efforts to acquire Twitter have been bumpy. Musk turned down a seat on Twitter’s board before offering to take the company private. Musk also had a conversation with Dorsey in early April in which Dorsey said he thought Twitter, a publicly traded company, would be better off as a private company, according to the filing.

How did Musk plan to pay Twitter?

Even for Musk, who is worth around $220 billion, buying Twitter requires some financial juggling.

In an initial SEC filing on April 20, Musk said he had personally committed about $21 billion in equity financing. It also secured approximately $25.5 billion in debt financing from Morgan Stanley and other financial institutions.

Since then, Musk has raised capital by selling $8.5 billion of Tesla stock, presumably for the deal, and has lined up $7.1 billion from outside investors. According to a May 4 filing, those investors include Sequoia Capital and Oracle co-founder Larry Ellison. (Ellison sits on Tesla’s board of directors.) Saudi investor Prince Alwaleed bin Talal Bin Abdulaziz Alsaud has also agreed to pledge his stake of about 35 million shares to the deal.

On May 24, Musk pledged more equity to the deal. It is now ready to invest $33.5 billion in the acquisition.

What happens next?

Twitter shareholders must vote on the deal at a special meeting in September. Meanwhile, Twitter is asking the Delaware Court of Chancery to enforce its deal with Musk. A trial is expected to take place over five days in October. Canceling the deal could cost Musk $1 billion because of termination fees that are part of the deal, according to an April 25 filing with the SEC.