Bitfarms (BITF) Schedules Special Shareholder Meeting Amid Riot Platforms Dispute

Bitfarms
Ltd.
(Nasdaq/TSX:
BITF),
a
global
Bitcoin
(BTC)
data
center
company,
has
announced
a
special
shareholder
meeting
to
be
held
on
October
29,
2024.
This
meeting
comes
in
response
to
a
requisition
from
Riot
Platforms,
Inc.,
filed
on
June
24,
2024.
According
to
the
announcement,
shareholders
of
record
as
of
September
26,
2024,
will
be
entitled
to
vote
at
the
meeting.

Background
of
the
Requisition

Riot
Platforms,
through
its
requisition,
aims
to
disrupt
Bitfarms’
ongoing
strategic
alternatives
review
process
and
potentially
acquire
the
company.
The
Board
of
Directors,
after
careful
consideration
by
a
special
committee
of
independent
directors,
has
decided
on
the
meeting
date.
The
committee,
with
the
assistance
of
financial
and
legal
advisors,
weighed
multiple
factors
before
making
their
recommendation.

Considerations
and
Recommendations

The
special
committee’s
evaluation
included:

• The
  recent
  annual
  general
  and
  special
  meeting
  held
  on
  May
  31,
  2024,
  where
  Riot
  could
  have
  raised
  its
  current
  concerns.
• The
  need
  for
  all
  shareholders
  to
  have
  ample
  time
  to
  evaluate
  Riot’s
  proposals.
• Riot’s
  lack
  of
  a
  new
  business
  or
  corporate
  strategy
  for
  Bitfarms.
• The
  time
  required
  to
  complete
  the
  strategic
  alternatives
  review
  process.
• Riot’s
  urgency
  due
  to
  alleged
  poor
  governance
  by
  Bitfarms’
  Board.
• Riot’s
  request
  to
  set
  the
  record
  date
  post
  a
  scheduled
  Ontario
  Securities
  Commission
  hearing.
• The
  implications
  of
  Riot
  increasing
  its
  holdings
  to
  19.9%
  of
  common
  shares
  without
  triggering
  the
  company’s
  Rights
  Plan.
• The
  opportunity
  to
  address
  the
  outcomes
  of
  the
  Ontario
  Securities
  Commission
  hearing
  with
  shareholders.

Upcoming
Shareholder
Decisions

At
the
upcoming
meeting,
shareholders
will
consider
the
requisitioned
matters
and
other
issues,
including
the
ratification
of
the
Rights
Plan.
Detailed
information
will
be
provided
in
a
management
information
circular
before
the
meeting.
Currently,
no
action
is
required
from
shareholders.

Bitfarms’
Commitment
to
Stakeholders

Bitfarms
remains
dedicated
to
engaging
constructively
with
all
stakeholders,
hoping
to
avoid
unnecessary
expenditure
of
its
limited
cash
resources
due
to
Riot’s
actions.

Advisors
and
Legal
Counsel

Moelis
&
Company
LLC
is
serving
as
Bitfarms’
financial
advisor,
with
legal
counsel
from
Skadden,
Arps,
Slate,
Meagher
&
Flom
LLP,
Peterson
McVicar
LLP,
and
McMillan
LLP.
Innisfree
M&A
Incorporated
and
Laurel
Hill
Advisory
Group
are
acting
as
strategic
advisors
and
proxy
solicitation
agents.

About
Bitfarms
Ltd.

Founded
in
2017,
Bitfarms
is
a
global
Bitcoin
mining
company
that
operates
12
mining
facilities
across
Canada,
the
United
States,
Paraguay,
and
Argentina,
with
another
under
development.
The
company
focuses
on
utilizing
environmentally
friendly
hydro-electric
power
and
long-term
power
contracts.

For
more
details,
visit

GlobeNewswire.

Image
source:
Shutterstock