SpaceX and Tesla boards establish special committees to evaluate merger

SpaceX and Tesla boards establish special committees to evaluate merger

The boards of SpaceX and Tesla have established particular committees to examine a potential merger. According to Elon Musk, the CEO and the largest individual shareholder of both firms, these committees, made up of independent directors, were formed at the shareholders’ request.

“Since I’m a party with a conflict of interest, I cannot actually participate in the deliberations of the special committees, so it’s essentially a … It’s a peculiar kabuki dance where two sets of individuals are discussing, and I can’t take part in the dialogue,” Musk remarked in response to a question during SpaceX’s third-quarter earnings report.

Musk did not disclose the identities of the members of these special committees, simply highlighting that they consist of independent directors. Tesla has seven independent board members as per Nasdaq’s listing requirements, which includes board chair Robyn Denholm; Ira Ehrenpreis, who is a committee chair as well; former Tesla CTO JB Straubel; Joe Gebbia; Jack Hartung; James Murdoch; and Kathleen Wilson-Thompson, as stated in the company’s proxy filing dated October 19.

Neither Musk nor his brother Kimbal Musk holds independent status. Denholm, Gebbia, Ehrenpreis, Hartung, Murdoch, and Wilson-Thompson serve on various established committees focusing on audit, compensation, and corporate governance.

SpaceX lists six independent directors, including Ehrenpreis, who also chairs the company’s compensation and nominating committee. Randy Glein, Donald Harrison, Steve Jurvetson, Luke Nosek, and Roelof Botha are likewise recognized as independent directors.

Antonio Gracias, Musk, and SpaceX president and chief operating officer Gwynne Shotwell are also present on the board, but they are not seen as independent. Gracias, who previously served on Tesla’s board, established and leads Valor Equity Partners, which holds a 3.4% stake in SpaceX. His firm also financed SpaceX’s AI hardware acquisitions through leaseback deals.

Musk expressed his support for the merger concept but warned that it is not a definite result.

“I think some individuals assume that a SpaceX and Tesla Motor merger is inevitable, and I believe that is an exaggeration,” he stated, adding that he considers it a positive prospect. “Ultimately, the shareholders must endorse this.”

The special committees have yet to come to a consensus on any potential transaction terms, he noted.

The SpaceX IPO solidified Musk’s control over the company—he possesses over 50% of the voting power—which would facilitate obtaining merger support from SpaceX shareholders. This poses a significantly larger challenge for Tesla, where a 50% approval from all shareholders, rather than just those who participate in voting, is required, Musk indicated.

“I believe there’s considerable value in merging the companies as we are essentially in the realm of superintelligence singularity,” Musk remarked, adding that there is a lot to gain from collaborating on AI software, robotics, SpaceX’s orbital AI data center initiative Starmind, and Terafab, the joint chip manufacturing venture between Tesla and SpaceX.

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