Bitfarms Responds to Riot Platforms’ Alleged Disruption of Strategic Review

Bitfarms
Ltd.
(Nasdaq/TSX:
BITF),
a
global
Bitcoin
mining
company,
has

issued
a
statement
addressing
recent
actions
by
Riot
Platforms,
Inc.
(Nasdaq:
RIOT).
According
to
Bitfarms,
Riot
Platforms
has
been
attempting
to
disrupt
its
ongoing
strategic
alternatives
review
process.

Bitfarms’
Strategic
Alternatives
Review

The
Board
of
Directors
of
Bitfarms
formed
a
Special
Committee
of
independent
directors
to
consider
multiple
unsolicited
proposals
from
third
parties,
including
an
offer
from
Riot
Platforms
dated
April
22,
2024.
After
evaluating
Riot’s
proposal,
the
Special
Committee
concluded
that
it
significantly
undervalued
Bitfarms
and
was
not
in
the
best
interests
of
shareholders.

Riot
Platforms’
Actions

Bitfarms
has
welcomed
Riot’s
interest
and
participation
in
the
strategic
review
process,
agreeing
to
the
standstill
term
proposed
by
Riot.
However,
Riot
declined
to
participate
and
instead
has
been
acquiring
Bitfarms’
common
shares
in
the
open
market.
Bitfarms
alleges
that
these
actions
are
intended
to
undermine
the
process
and
push
Riot’s
undervalued
bid.

Bitfarms
has
asserted
that
Riot’s
interests
are
not
aligned
with
those
of
Bitfarms’
shareholders.
Riot’s
actions
have
been
viewed
as
an
attempt
to
disrupt
the
review
process
and
advance
its
own
agenda.

Shareholder
Rights
Plan

On
June
10,
2024,
Bitfarms
adopted
a
Shareholder
Rights
Plan.
This
plan
is
designed
to
preserve
the
integrity
of
the
strategic
review
process
and
does
not
preclude
Riot
or
any
other
shareholder
from
making
an
unsolicited
takeover
bid
or
director
nominations.
Bitfarms
emphasized
that
the
plan
aims
to
ensure
the
Special
Committee
can
continue
working
towards
maximizing
shareholder
value.

Corporate
Governance

Bitfarms
has
accused
Riot
of
hypocritically
attacking
its
corporate
governance
while
Riot
itself
has
received
poor
governance
ratings
from
Institutional
Shareholder
Services
and
Glass
Lewis
&
Co.
Bitfarms
stated
that
Riot’s
criticisms
are
a
tactic
to
further
its
own
interests
at
the
expense
of
Bitfarms’
shareholders.

Bitfarms’
Commitment

Bitfarms
remains
committed
to
maximizing
value
for
its
shareholders.
The
Special
Committee
will
continue
to
evaluate
all
opportunities
thoroughly.
Bitfarms
has
reiterated
that
it
has
taken
appropriate
steps
to
deliver
the
best
possible
outcome
for
its
shareholders,
in
contrast
to
what
it
describes
as
Riot’s
bad
faith
actions.

Advisors

Moelis
&
Company
LLC
is
serving
as
financial
advisor
to
Bitfarms,
while
Skadden,
Arps,
Slate,
Meagher
&
Flom
LLP,
Peterson
McVicar
LLP,
and
McMillan
LLP
are
acting
as
legal
advisors.

About
Bitfarms

Founded
in
2017,
Bitfarms
is
a
global
Bitcoin
mining
company
that
operates
12
mining
facilities
across
Canada,
the
United
States,
Paraguay,
and
Argentina,
with
one
more
under
development.
The
company
is
committed
to
using
environmentally
friendly
energy
sources,
predominantly
hydro-electric
power.

Image
source:
Shutterstock

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