Jessie A Ellis
Jul 14, 2024 03:40
Bitfarms Ltd. has scheduled a special shareholder meeting for October 29, 2024, in response to a requisition by 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, 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.
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