Mr. Systrom and Mike Krieger, the other founder of Instagram, held several meetings as late as March with top Twitter executives, according to people on both sides of the negotiations, who requested anonymity because the talks were supposed to be private and because they were concerned about legal repercussions. These people said the two sides had verbally agreed just weeks earlier on a price for Instagram of $525 million in cash and Twitter shares.
Mr. Systrom told Twitter on March 20 that he and Mr. Krieger had thought about the offer and had decided to “remain independent.” Less than three weeks later, Twitter found out, along with the rest of the world, that Instagram had agreed to be acquired by Facebook in a $1 billion deal negotiated personally by Facebook’s chief executive, Mark Zuckerberg.
The people familiar with the negotiations said Twitter executives were shocked that they had not been given an opportunity to present a counteroffer. They said Twitter was prepared to make higher offers.
Systrom said during the hearing that he was not offered a term sheet by any other potential suitor. In fact, Twitter had offered him one, but he told them to hold onto it while he weighed his options. Systrom, who used to work in Google’s mergers and acquisitions department, took particular care in talking to Twitter during negotiations, choosing not to meet with the company in either of their offices. The inquiry came up out of investor concern that the buyout, which occurred months before Facebook’s IPO, may not have been in Instagram’s best interest.
Twitter made a very real offer in the hundreds of millions of dollars range, according to two sources with knowledge of the deal. Twitter chairman Jack Dorsey, an early Instagram investor and a one-time avid photo-sharer, was said to be involved in all aspects of the deal. But Instagram shrewdly did not sign the term sheet, which would have bound it to a no-shop clause, and went ahead and closed its financing round.
This put Systrom in an odd — but useful — situation in which he had both the new funding and the Twitter offer still on the table. According to one source, Systrom went to Zuckerberg for a better deal and Zuckerberg bid just to block the Twitter deal.
But the negotiation process was far more nuanced than Systrom simply playing Twitter against Facebook to get a better deal, and Instagram’s choice to go with Facebook had more to do with product and vision alignment than price, a person familiar with the negotiations said.
Instagram’s CEO, Kevin Systrom is apparently one heck of a negotiator.
Facebook’s Board of Directors were never included in negotiations for the company’s purchase of Instagram, according to a report in the Wall Street Journal. The paper claims CEO Mark Zuckerberg spent three days hashing out details of the sale with Instagram founder and CEO Kevin Systrom personally, fearing that the involvement of lawyers would scare him away from the sale. Although Facebook’s board was given a chance to vote on the purchase, sources close to the company say that it was a largely-symbolic one. Zuckerberg owns a majority of the voting rights. He can do that. source
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