Le ciel n'est pas la limite: un accord de science-fiction de 5 000 milliards de dollars pourrait rapprocher Musk de Mars

Elon Musk stated on Tuesday that Tesla and SpaceX are formally evaluating a merger, a move that would combine the two companies into a single entity with a market valuation of approximately $3.5 trillion. The announcement marks the first official confirmation that the electric vehicle manufacturer and the aerospace firm are exploring a combination. Special committees composed of independent directors have been established at both companies to assess the proposal at the request of shareholders. Musk described the potential union as having significant merit, citing the convergence of their technologies in artificial intelligence, robotics, and satellite communications. However, he emphasized that the transaction is not guaranteed and requires approval from at least half of Tesla’s shareholders. The proposed deal would create one of the most valuable corporations in global history. Current valuations place SpaceX at roughly $2 trillion and Tesla at approximately $1.5 trillion, according to recent reporting, though some analyses cite slightly lower figures for Tesla near $1.48 trillion. Regardless of the exact current valuation, the combined entity would rank among the top five most valuable companies globally, trailing only Nvidia, Apple, Alphabet, and Microsoft. This scale would potentially surpass the previous record for the largest corporate merger, which was set when SpaceX acquired the AI company xAI for $250 billion earlier this year. Shares of both companies rose in after-hours trading following the announcement. Musk outlined the strategic rationale for the merger during a conference call with SpaceX investors. He noted that the industry is approaching a "superintelligence singularity," making cooperation essential for developing advanced software, chip design, and orbital data centers known as the Starmind constellation. The two companies already maintain extensive operational ties. Tesla supplies SpaceX with billions of dollars worth of batteries, graphics processing units, software, and Cybertruck vehicles. Additionally, the firms are jointly venturing on a chip-manufacturing facility. Tesla also holds a $2 billion stake in SpaceX resulting from the latter's acquisition of xAI. Financial motivations underpin the discussion. The merger would provide SpaceX with access to Tesla’s substantial cash reserves and free cash flows. In the September quarter, Tesla reported $15.22 billion in cash and $1.53 billion in free cash flow. These funds could help finance SpaceX’s aggressive expansion in artificial intelligence. Approximately $16.4 billion of SpaceX’s $19.6 billion capital expenditure in the third quarter was dedicated to AI initiatives. The company has indicated that its total capital expenditure for the December quarter could reach as high as $40 billion. Consolidating the entities would streamline capital allocation, allowing management to direct resources toward areas such as energy storage, autonomous driving, and space colonization without navigating separate board approvals. Personal interests for Musk play a central role in the evaluation. As the world’s wealthiest individual, with an estimated fortune of $920 billion, Musk seeks to resolve conflicts of interest arising from the growing web of related-party transactions between his holdings. He currently holds an economic interest of about 42 percent in SpaceX, supported by a voting interest exceeding 80 percent due to super-voting shares. His stake in Tesla is more conventional, representing about 20 percent of both equity and voting power. Both companies have granted him share-based incentives tied to ambitious performance targets, which could result in trillion-dollar payouts if achieved. A merger would consolidate these interests, potentially reducing his economic stake in the combined entity to around 30 percent while maintaining a voting control of nearly 75 percent. The structure of the deal remains uncertain. Analysts suggest that SpaceX, possessing the larger market capitalization, would likely acquire Tesla through a share-based exchange. Such a transaction would grant Tesla shareholders exposure to SpaceX’s Starlink broadband network and launch services, while SpaceX investors would gain ownership in Tesla’s automotive, energy, and robotics divisions. However, obstacles exist. Tesla shareholders currently hold the theoretical ability to outvote Musk, a dynamic that would shift dramatically in a merged entity where his control becomes absolute. This change in governance could pose a hurdle for securing shareholder approval. Regulatory and geopolitical challenges also loom large. Analysts from Morningstar warned that the merger could trigger US national security reviews regarding the combined company’s supply chains. Specific concerns include Tesla’s operations in China and SpaceX’s involvement in US defense contracts. Despite these warnings, the momentum behind the idea has grown. Barclays analysts recently suggested that a formal announcement could precede Tesla’s annual shareholder meeting in December. Musk previously hinted at increased overlap between the companies during a July earnings call, noting their shared trajectory into AI and robotics. The merger represents a fundamental shift in how Musk views his portfolio. Previously distinct, the boundaries between the carmaker and the rocket company have blurred as both expand into computing infrastructure, advanced manufacturing, and orbital data centers. For Tesla, the deal risks constraining investment in its mainstream automobile business, yet it aligns with Musk’s broader vision of transitioning the company from selling electric vehicles to deploying robotaxis and humanoid robots. For SpaceX, the integration offers a path toward building data centers in space and advancing the goal of colonizing Mars. The final outcome rests with the special committees, who must determine the terms before presenting the proposal to voters.