Riot Platforms, Inc. (NASDAQ: RIOT) has expressed significant concern over the recent adoption of a shareholder rights plan by Bitfarms Ltd. (NASDAQ/TSX: BITF), commonly known as a “poison pill.” Effective immediately, the plan restricts any single shareholder from acquiring more than 15% of Bitfarms’ common stock without launching a formal takeover bid for the entire company, according to an official statement from Riot Platforms.
Riot’s Response and Concerns
Riot CEO Jason Les accused the Bitfarms board of practicing toxicity rather than engaging in constructive dialogue. Les emphasized that Riot attempted to work with Bitfarms privately and sent two letters proposing the addition of two independent directors to Bitfarms’ board. Instead of collaborating, Bitfarms signed Institutional Shareholder Services Inc. and responded with a poison pill, setting the threshold at 15%, lower than the customary 20% threshold recommended by major proxy advisory firms such as Glass, Lewis & Co.
“This action further demonstrates the entrenched position of the Bitfarms board and its disregard for the views of shareholders, who expressed their displeasure less than two weeks later by voting for the company’s co-founder, Emiliano Grodzki,” Les said. He also called for the resignation of Chairman and Interim CEO Nicolas Bonta, who has led the Bitfarms board since 2018.
Corporate governance issues
Riot Platforms’ criticism focuses on what it describes as Bitfarms’ poor corporate governance practices. 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 emphasized its commitment to addressing these governance issues to ensure that shareholders’ voices are heard.
Riot platform information
Riot Platforms, Inc. is a Bitcoin mining and digital infrastructure company. The company aims to become the world’s leading Bitcoin-based infrastructure platform. Riot’s operations include Bitcoin mining in central Texas and electrical switchgear engineering and manufacturing in Denver, Colorado. See Riot Platform for more details.
non-binding offer
Riot has made it clear that its proposal for a business combination transaction with Bitfarms is non-binding and does not constitute a formal offer. There can be no assurance that a final offer will be made, accepted or completed. The company emphasized that it undertakes no obligation to provide updates on the proposed transaction, except as required by law.
Cautionary Note Regarding Forward-Looking Statements
Riot’s statements that are not historical facts are considered forward-looking statements within the meaning of applicable U.S. and Canadian securities laws. Although these statements reflect management’s current expectations, they are subject to risks and uncertainties. Actual results may differ materially from those expressed or implied. Factors that could cause these differences are detailed in Riot’s filings with the U.S. Securities and Exchange Commission (SEC) and Canadian securities regulators.
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