Riot Platforms Criticizes Bitfarms’ Adoption of Poison Pill

Riot
Platforms,
Inc.
(NASDAQ:
RIOT)
has

expressed
significant
concerns
over
the
recent
adoption
of
a
shareholder
rights
plan,
commonly
known
as
a
“poison
pill,”
by
Bitfarms
Ltd.
(NASDAQ/TSX:
BITF).
The
plan,
which
became
effective
immediately,
restricts
any
single
shareholder
from
acquiring
15%
or
more
of
Bitfarms’
common
shares
without
initiating
a
formal
takeover
bid
for
the
entire
company,
according
to
Riot
Platforms’
official
statement.

Riot’s
Response
and
Concerns

Riot’s
CEO,
Jason
Les,
criticized
the
Bitfarms
board
for
implementing
the
poison
pill
without
engaging
in
constructive
dialogue.
Les
highlighted
that
Riot
had
attempted
to
engage
with
Bitfarms
privately
and
had
sent
two
letters
proposing
the
addition
of
two
independent
directors
to
the
Bitfarms
board.
Instead
of
collaborating,
Bitfarms
responded
with
a
poison
pill
that
sets
the
threshold
at
15%,
lower
than
the
customary
20%
threshold
recommended
by
leading
proxy
advisory
firms
like
Institutional
Shareholder
Services
Inc.
and
Glass,
Lewis
&
Co.

Les
stated,
“This
action
further
demonstrates
the
Bitfarms
Board’s
entrenchment
and
disregard
for
the
perspectives
of
its
shareholders,
who
clearly
signaled
their
discontent
less
than
two
weeks
ago
when
they
voted
out
Company
co-founder
Emiliano
Grodzki.”
He
also
called
for
the
resignation
of
Chairman
and
interim
CEO
Nicolas
Bonta,
who
has
been
leading
the
Bitfarms
board
since
2018.

Corporate
Governance
Issues

Riot
Platforms’
critique
focuses
on
what
it
describes
as
poor
corporate
governance
practices
at
Bitfarms.
The
implementation
of
the
poison
pill
is
seen
as
a
move
to
entrench
the
current
board
and
management,
preventing
shareholders
from
having
a
significant
say
in
the
company’s
future
direction.
Riot
stressed
its
commitment
to
addressing
these
governance
issues
to
ensure
that
shareholders’
voices
are
heard.

About
Riot
Platforms

Riot
Platforms,
Inc.
is
a
Bitcoin
mining
and
digital
infrastructure
company.
The
firm
aims
to
be
the
world’s
leading
Bitcoin-driven
infrastructure
platform.
Riot’s
operations
include
Bitcoin
mining
in
central
Texas
and
electrical
switchgear
engineering
and
fabrication
in
Denver,
Colorado.
For
more
details,
visit

Riot
Platforms.

Non-Binding
Proposal

Riot
has
clarified
that
its
proposal
for
a
business
combination
transaction
with
Bitfarms
is
non-binding
and
does
not
constitute
a
formal
offer.
There
is
no
assurance
that
any
definitive
offer
will
be
made,
accepted,
or
consummated.
The
company
emphasized
that
it
does
not
undertake
any
obligation
to
provide
updates
on
the
proposed
transaction,
except
as
required
by
law.

Cautionary
Note
Regarding
Forward-Looking
Statements

The
statements
made
by
Riot
that
are
not
historical
facts
are
considered
forward-looking
statements
within
the
meaning
of
applicable
U.S.
and
Canadian
securities
laws.
These
statements
reflect
management’s
current
expectations
but
are
subject
to
risks
and
uncertainties.
Actual
results
may
differ
materially
from
those
expressed
or
implied.
Factors
that
could
cause
such
differences
are
detailed
in
Riot’s
filings
with
the
U.S.
Securities
and
Exchange
Commission
(SEC)
and
Canadian
securities
regulatory
authorities.

Image
source:
Shutterstock

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