His offer included a meme number and was overvalued even in April '22 (by 54% !), claimed he was going to combat the spam bots, and then tried to back out, citing the same spam bots. The event was described as a "hostile takeover" at the time [0], a term which has stuck all the way through to most summaries of the event [1]
A hostile takeover has a specific meaning. It's simply a takeover attempt where a buyer approaches shareholders instead of the company's management, this is usually (if not always) because the latter fails. And it always comes with a premium and drama, precisely because it goes against the wishes of the management of a company. And the premium is also logical because presumably shareholders of a company "believe" in that company, and an outsider now wants to take it over. A good example [1] is when Inbev (massive multinational beer company) purchased Anheuser-Busch (Budweiser). It made the purchase of Twitter look downright cordial, but was probably outside of most of our bubbles.
Yea, to make people buy your company you need to offer a premium. He backed out saying he was lied to about the current level of fake accounts, which is also reasonable if that was the case.
It would have been reasonable if he had performed due diligence and came to that conclusion, but he explicitly chose to waive due diligence, and then tried to renege anyway.
[0] https://variety.com/2022/digital/news/elon-musk-offering-to-...
[1] https://en.wikipedia.org/wiki/Acquisition_of_Twitter_by_Elon...