Riot Platforms, Inc. (NASDAQ: RIOT) has requested a special meeting of Bitfarms Ltd. (NASDAQ: BITF) shareholders to reorganize the Bitfarms board of directors, according to Riot Platforms. Riot, which owns about 14.9% of Bitfarms, is the company’s largest shareholder.
Proposed Board of Directors Changes
The special meeting will allow Bitfarms shareholders to vote on the removal of all individuals filling the vacancies left by current Chairman and Interim CEO Nicolas Bonta, Director Andrés Finkielsztain and Co-founder Emiliano Grodzki. Riot blames Bonta and Finkielsztain for Bitfarms’ poor corporate governance and is seeking to replace them with three independent candidates: John Delaney, Amy Freedman, and Ralph Goehring.
Candidate Qualifications
John Delaney, a government and public affairs expert, is currently president of Flagler College and has served in a variety of political roles, including mayor of Jacksonville. Amy Freedman serves as CEO and investment banker at Kingsdale Advisors, where she has more than 25 years of corporate governance and public capital markets experience. Ralph Goehring, a finance and energy expert, has extensive experience as a public company CFO and currently serves as a business consultant for Global Clean Energy Holdings, Inc.
Basis for change
Riot claims that the current Bitfarms board of directors is founder-centric and puts personal interests ahead of shareholders’ interests. Riot’s attempts to work constructively with Bitfarms regarding a potential merger have been met with resistance. Riot’s takeover proposal was dismissed without any constructive feedback, leading to the implementation of a shareholder rights plan with a 15% trigger, which Riot sees as a defensive measure to entrench current board members.
Bitfarms shareholders have also shown a lack of trust in the current board of directors. At the Annual General Meeting and Special Shareholders Meeting held on May 31, 2024, shareholders voted against re-electing co-founder Emiliano Grodzki. Riot has received support from numerous Bitfarms shareholders to explore a combination between Riot and Bitfarms.
next stage
Riot urged the Bitfarms board of directors to hold a special meeting without delay. Riot continues to work to move forward with a deal with Bitfarms, but has withdrawn its previous acquisition offer until the Bitfarms board of directors is reconstituted. Riot believes that the combination of Bitfarms and Riot will create the largest publicly traded Bitcoin mining company globally, with diversified operations well-suited for long-term growth.
Riot has filed an early warning report under applicable Canadian securities laws. Riot’s beneficial ownership of Bitfarms has increased to 14.9% as of the report date. Riot plans to continuously reexamine its investment in Bitfarms and may adjust its position depending on various factors, including discussions with Bitfarms and market conditions.
For more information, see the early warning report on the company’s profile on SEDAR+.
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