Jessie A Ellis
14 July 2024 03:40
Bitfarms Ltd. has scheduled a special shareholders meeting on October 29, 2024 at the request of Riot Platforms. Shareholders of record as of September 26 are eligible to vote.
Bitfarms Ltd. (Nasdaq/TSX: BITF), a global Bitcoin (BTC) data center company, announced a special meeting of shareholders to be held on October 29, 2024. The meeting was held in response to a request submitted by Riot Platforms, Inc. on June 24, 2024. According to the announcement, shareholders of record as of September 26, 2024 are eligible to vote at the meeting.
Background of the request
Riot Platforms seeks to disrupt Bitfarms’ ongoing strategic alternatives review process and potentially acquire the company through the acquisition. The Board of Directors has set a date for the meeting after careful consideration by a special committee of independent directors. The committee, with the assistance of financial and legal counsel, has reviewed a number of factors and made recommendations.
Considerations and Recommendations
The special committee’s evaluation is as follows:
- The most recent Annual General Meeting and Special General Meeting, where Riot was able to raise its current concerns, was held on May 31, 2024.
- The need for all stakeholders to have sufficient time to evaluate Riot’s proposal.
- Riot has no new business or corporate strategy for Bitfarms.
- The time required to complete the strategic alternatives review process.
- Riot takes emergency action amid allegations of poor governance by Bitfarms’ board
- Riot has requested that a record date be set after the Ontario Securities Commission hearing is scheduled.
- What it would mean if Riot increased its common stock stake to 19.9% without triggering the company’s rights plan.
- This is an opportunity to explain to shareholders the outcome of the Ontario Securities Commission hearing.
Upcoming shareholder decisions
At the upcoming meeting, shareholders will consider the requirements and other matters, including ratification of the rights plan. Further information will be provided in the Management Information Circular prior to the meeting. No action is required from current shareholders.
Bitfarms’ Commitment to Stakeholders
Bitfarms remains committed to continuing constructive communication with all stakeholders to avoid unnecessary expenditure of limited cash resources due to Riot’s actions.
Advisors and Legal Counsel
Moelis & Company LLC is acting as financial advisor to Bitfarms, and Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP and McMillan LLP are acting as legal advisors. 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 facility under development. The company focuses on utilizing environmentally friendly hydropower and long-term power contracts.
For more information, visit GlobeNewswire.
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