Elon Musk has offered to buy Twitter outright in a $43 billion deal

• Elon Musk has offered to buy Twitter outright in a deal that values the company at $43 billion.
• Musk proposed buying the Twitter stock he doesn't own for $54.20 per share, an SEC filing shows.

Elon Musk has offered to buy Twitter outright in a deal that values the company at $43 billion, a filing with the US Securities and Exchange Commission (SEC) showed Thursday.

"Twitter has extraordinary potential. I will unlock it," Musk said in a letter to Twitter chairman Bret Taylor, dated Wednesday, according to the filing. Musk said his $54.20-per-share offer was his "best and final."

Twitter's stock jumped 12% pre-market.

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Twitter said Thursday it had received "an unsolicited, non-binding proposal from Elon Musk to acquire all of the company's outstanding common stock" and would "carefully review the proposal to determine the course of action that it believes is in the best interest of the company and all Twitter stockholders."

Musk is presently Twitter's largest stockholder, having disclosed in early April that he'd amassed a 9.2% stake in the company. The Tesla and SpaceX CEO is also the world's richest person, with a fortune estimated at $259 billion.

Per the SEC filing, in his letter to Taylor, Musk hinted that he might sell his Twitter stock if his takeover offer was snubbed. "My offer is my best and final offer and if it is not accepted, I would need to reconsider my position as a shareholder," he wrote.

He told Taylor: "I invested in Twitter as I believe in its potential to be the platform for free speech around the globe, and I believe free speech is a societal imperative for a functioning democracy."

He added: "Since making my investment I now realize the company will neither thrive nor serve this societal imperative in its current form. Twitter needs to be transformed as a private company."

According to details of a "voice script" included in the SEC filing, Musk said: "If the deal doesn't work, given that I don't have confidence in management nor do I believe I can drive the necessary change in the public market, I would need to reconsider my position as a shareholder. This is not a threat, it's simply not a good investment without the changes that need to be made."

Musk also said he was "not playing the back-and-forth game," according to the voice script.

The recipient or recipients of these messages wasn't immediately clear.

Wedbush analyst Dan Ives wrote in a note: "It is a now or never bid for Twitter to accept."

Ives said it "would be hard for any other bidders/consortium to emerge and the Twitter board will be forced likely to accept this bid and/or run an active process to sell Twitter."

Musk has offered to buy all the Twitter stock he doesn't own for $54.20 per share in cash. The offer represents a premium of 54% above the stock's closing price on January 28, the day before Musk began buying into Twitter, and 38% above the closing price on April 1, the day before Musk unveiled his 9.2% stake in the company, according to the SEC filing.

Soon after Musk disclosed his 9.2% stake, Twitter announced he'd been appointed to the company's board, only to announce five days later that Musk had in fact turned down the position.

Declining to join the board freed Musk from a provision that would have capped his stock ownership at 14.9%, leaving the door open to a potential takeover.