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Tesla SolarCity merger may be delayed by shareholder lawsuits

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A special stockholder meeting in connection with Tesla’s proposed SolarCity acquisition is coming soon.

Over the weekend, Tesla published two items related to the acquisition: a notice of an upcoming event, the Record Date for the Upcoming Tesla Special Stockholder Meeting in Connection with SolarCity Acquisition, and an update the the S-4 Registration Statement, a.k.a the Merger Proposal.

In the first announcement Tesla intends to inform Tesla investors that the “record date for the determination of Tesla stockholders entitled to […] vote at the Tesla special stockholders meeting in connection with the SolarCity acquisition will be sometime during the week of September 19, 2016.”  In layman terms, this means that sometime this week, anyone that “settled” a TSLA stock purchase 3 days prior to this date will have the right to vote at the Tesla special stockholders meeting.

Because of the  T+3 system of settlement presently used in North America whereby stock trades settle three business days after the transaction is carried out, anyone purchasing TSLA stock this week will likely be unable to vote at the Tesla special stockholders meeting.

The second filing is an update to the original S-4 Registration Statement of August 31, 2016. Comparing the two version of the Merger Proposal, shows that the documents are effectively identical, except for a section entitled “Litigation Relating to the Merger” (on page 23 of the latest PDF).

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In this section of the Merger Proposal, Tesla discloses that “between September 1, 2016 and September 14, 2016, four lawsuits were filed in the Court of Chancery of the State of Delaware by purported stockholders of Tesla challenging the proposed Merger.” These lawsuits were filed by the City of Riviera Beach Police Pension Fund, Ellen Prasinos, the Arkansas Teacher Retirement System, and P. Evan Stephens.

In the lawsuits it is alleged “that the members of the Tesla Board breached their fiduciary duties in connection with the proposed Merger and, in some cases, that SolarCity and members of the SolarCity Board aided and abetted breaches of fiduciary duties and that certain individual defendants would be unjustly enriched by the proposed Merger.”

Additionally the lawsuits claim that “Member of the Tesla Board [..] [in the S-4 document] filed on August 31, 2016 allegedly failed to disclose material facts in connection with the proposed Merger.”

The main goal of the lawsuits is the rescission of the proposed Merger. Tesla of course believes that the actions are without merit.

What does this all means? Probably not too much. The record date will be announced this week, and soon after the Tesla special stockholders meeting in connection with the SolarCity acquisition will be held. Approval is expected, given that most of the large shareholders, Mutual Funds and major Hedge funds, have already announced their approval.

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The lawsuits, unless thrown out by the appointed judge, will likely only delay the actual closing off the agreement. One thing to also note is that almost every merger agreement results in shareholders lawsuits, so the Tesla situation is fairly common.

TSLA Stock Action

TSLA stock is now officially back on the run. Looking at today’s chart, most of the technical indicators have now turned positive: we have 3 green bars of the Heikin-Ashi chart (the pay-day-cycle, showing the momentum is on the upside), the MACD has turned positive and the MACD averages are “pinching”. This was enough for me to initiate a buy on Friday of TSLA January 2017 $200 calls.

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Investor's Corner

Elon Musk praises Ray Dalio’s Bridgewater for accumulating TSLA stock

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Credit: Tesla Asia/X

A recent 13-F filing from legendary investor and billionaire Ray Dalio’s Bridgewater Associates has revealed that the hedge fund has added over $62 million worth of Tesla stock (NASDAQ:TSLA) to its portfolio.

Elon Musk has praised the billionaire’s investment in a post on X.

Bridgewater’s TSLA stake:

  • As per Bridgewater’s 13-F filing, it currently holds 153,589 shares of TSLA, which costs $62,025,382.
  • The firm added the TSLA shares in the fourth quarter.
  • Tesla shares gained momentum after its Q3 2024 earnings call, and it only gained more strength after the election of U.S. President Donald Trump.
  • At the end of 2024, Tesla shares were up 62%, as noted in a MarketWatch report.
  • Tesla stock is still up 88% over 12 months despite a steep drop over the past month.

A vote of confidence: 

  • Bridgewater Associates is one of the largest hedge funds in the world, so the firm’s stake in TSLA could be interpreted as a vote of confidence in the electric vehicle maker.
  • Elon Musk has praised the firm’s investment. In a post on X, Musk noted that Bridgewater’s investment was a “smart move.”
  • Elon Musk has been quite consistent on his idea that Tesla could eventually become the world’s most valuable company. He emphasized this point during the Q4 2024 earnings call.
  • “I see a path. I’m not saying it’s an easy path but I see a path of Tesla being the most valuable company in the world by far. Not even close. There is a path where Tesla is worth more than the next top five companies combined,” Musk said.

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Tesla (TSLA) gets $475 price target and “Buy” rating from Benchmark

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Credit: Tesla

Tesla shares (NASDAQ:TSLA) have received a “Buy” rating and a $475 per share price target from Benchmark.

Benchmark’s price target is based on 68.2 times its 2028 earnings before interest, taxes, depreciation, and amortization (EBITDA), as noted in a Morningstar report.

Tesla rating:

  • In a note to clients, Benchmark analyst Mickey Legg noted that Tesla has outlined a path towards more growth through several of its initiatives.
  • These include Tesla’s work in autonomous driving systems, robotics, and energy generation.
  • The company could also make more headway into the electric vehicle segment.
  • “The company has outlined a path for growth with a more affordable vehicle scheduled for 1H25, unsupervised full self-driving as a paid service this June in Austin, TX, and Optimus robot production ramp through 2026 and beyond,” the analyst stated.

More potential:

  • While he sees potential in Tesla, the Benchmark analyst noted that his current model only incorporates vehicle growth. 
  • Thus, there could be “significant potential upside” if the company’s autonomous vehicle program and Optimus are scaled.
  • “Tesla’s market leadership, near-term catalysts, strong management, and diversified business justify the stock’s market premium,” Legg noted.

Don’t hesitate to contact us with news tips. Just send a message to simon@teslarati.com to give us a heads up.

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Tesla is ‘better-positioned’ as a company and as a stock as tariff situation escalates

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The Cybertruck-towed Model Y ad at Hayden Planetarium. Credit: Tesla North America | X

Tesla is “better-positioned” as a company and as a stock as the tariff situation between the United States, Mexico, and Canada continues to escalate as President Donald Trump announced sanctions against those countries.

Analysts at Piper Sandler are unconcerned regarding Tesla’s position as a high-level stock holding as the tariff drama continues to unfold. This is mostly due to its reputation as a vehicle manufacturer in the domestic market, especially as it holds a distinct advantage of having some of the most American-made vehicles in the country.

Analysts at the firm, led by Alexander Potter, said Tesla is “one of the most defensive stocks” in the automotive sector as the tariff situation continues.

The defensive play comes from the nature of the stock, which should not be too impacted from a U.S. standpoint because of its focus on building vehicles and sourcing parts from manufacturers and companies based in the United States. Tesla has held the distinct title of having several of the most American-made cars, based on annual studies from Cars.com.

Its most recent study, released in June 2024, showed that the Model Y, Model S, and Model X are three of the top ten vehicles with the most U.S.-based manufacturing.

Tesla captures three spots in Cars.com’s American-Made Index, only U.S. manufacturer in list

The year prior, Tesla swept the top four spots of the study.

Piper Sandler analysts highlighted this point in a new note on Monday morning amidst increasing tension between the U.S. and Canada, as Mexico has already started to work with the Trump Administration on a solution:

“Tesla assembles five vehicles in the U.S., and all five rank among the most American-made cars.”

However, with that being said, there is certainly the potential for things to get tougher. The analysts believe that Tesla, while potentially impacted, will be in a better position than most companies because of their domestic position:

“If nothing changes in the next few days, tariffs will almost certainly deal a crippling blow to automotive supply chains in North America. [There is a possibility that] Trump capitulates in some way (perhaps he’ll delay implementation, in an effort to save face).”

There is no evidence that Tesla will be completely bulletproof when it comes to these potential impacts. However, it is definitely better insulated than other companies.

Need accessories for your Tesla? Check out the Teslarati Marketplace:

Please email me with questions and comments at joey@teslarati.com. I’d love to chat! You can also reach me on Twitter @KlenderJoey, or if you have news tips, you can email us at tips@teslarati.com.

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