Tesla forms three-member panel to decide on any Musk proposal

Tesla Inc.'s board named a special committee of three directors on Tuesday to evaluate possibly taking the electric carmaker private, although it said it had yet to see a firm offer from the company's chief executive, Elon Musk.
A three-person committee of Tesla board members will be tasked with evaluating Elon Musk's proposal to take the company private, should it materialize. The Silicon Valley billionaire last week said on Twitter he wants to take Tesla private at $420 US a share, valuing it at $72 billion US, and that funding was "secured." (Richard Vogel/Associated Press)

Tesla Inc.'s board named a special committee of three directors on Tuesday to evaluate possibly taking the electric carmaker private, although it said it had yet to see a firm offer from the company's chief executive, Elon Musk.

The committee will be tasked with evaluating Musk's proposal, should it materialize. The Silicon Valley billionaire last week said on Twitter he wants to take Tesla private at $420 US a share, valuing it at $72 billion US, and that funding was "secured."

That earlier tweet triggered investor lawsuits and an investigation by the U.S. Securities and Exchange Commission into the accuracy of his statement, according to multiple media reports.

Musk on Monday gave his most detailed vision of how a take-private deal could work, but shares ended flat, indicating investor skepticism.

The shares lost almost 2.5 per cent on Tuesday, closing at $347.62 on Nasdaq.

Musk said Monday he had held talks with a Saudi sovereign fund on a buyout that would take Tesla off the Nasdaq exchange - an extraordinary move for what is now the United States' most valuable automaker. Tesla has a market capitalization of $60 billion US, bigger than Detroit rivals General Motors or Ford Motor Co., who produce far more cars.

The company said in the statement the special committee has the authority to take any action on behalf of the board to evaluate and negotiate a potential transaction and alternatives to any transaction proposed by Musk.

Tuesday's announcement means three members of Tesla's board will now weigh whether it is advisable - or even feasible - to pursue what could be the biggest-ever go-private deal, and they are doing so before receiving a formal proposal from the CEO.

"The special committee has not yet received a formal proposal from Mr. Musk regarding any Going Private Transaction," the company said in a public filing with U.S. securities regulators, the first it has made since Musk's tweets last week.

Asked about the outcome of the special committee, analyst Chaim Siegel at Elazar Advisors said, "This is not easy. Anything is possible from pulling something together to nothing. I hope nothing - so the stock can trade and benefit from the earnings inflection," he said, referring to a promise by Musk the company would turn profitable later this year.

A blogging, tweeting CEO

Musk has yet to convince Wall Street analysts and investors that he can find the billions needed to complete the deal. Tesla's handling of Musk's proposal and its failure to promptly file a formal disclosure, meanwhile, have raised governance concerns and sparked questions about how companies use social media.

Musk first tweeted he planned to go private and that funding was "secured" last week, sending Tesla shares soaring 11 percent, but investors have appeared skeptical about the details he has provided since.

He blogged on Monday that recent talks with a Saudi sovereign wealth fund gave him confidence funding was nailed down, but that he was still talking with the fund and other investors. He tweeted later he was working with Goldman Sachs Group Inc and Silver Lake as financial advisers, though a source said the private equity firm was working in an unpaid, informal capacity and also not discussing participating as an investor.

"Despite Elon Musk's frustration with being a public company, I think there are more advantages to remaining public," said CFRA analyst Efraim Levy, citing cheaper access to capital and media exposure due to interest in a public company.

Tesla said the committee consists only of independent directors: Brad Buss, Robyn Denholm and Linda Johnson Rice.

But corporate governance and shareholder voting advisers Glass Lewis and Institutional Shareholder Services said they do not consider Buss an independent director, due to his connections to a solar panel business the company bought two years ago.

Buss was chief financial officer of solar panel installer SolarCity for two years before retiring when Tesla paid $2.6 billion for the sales and installation firm in 2016. It was Tesla's last big deal and was criticized by some on Wall Street because the company, founded by two of Musk's cousins, had seen its business shrink before the takeover.