Riot Platforms, Inc. (NASDAQ: RIOT) has requisitioned a special meeting of Bitfarms Ltd. (NASDAQ: BITF) shareholders to reconstitute the Bitfarms Board of Directors, according to Riot Platforms. Riot, which owns approximately 14.9% of Bitfarms, is the company’s largest shareholder.
Proposed Board Changes
The special meeting will allow Bitfarms shareholders to vote on the removal of current Chairman and Interim CEO Nicolas Bonta, director Andrés Finkielsztain, and any individual who fills the vacancy left by co-founder Emiliano Grodzki. Riot attributes the poor corporate governance at Bitfarms to Bonta and Finkielsztain and seeks to replace them with three independent nominees: John Delaney, Amy Freedman, and Ralph Goehring.
Nominee Qualifications
John Delaney, a government and public affairs expert, is currently the President of Flagler College and has served in various political roles, including as Mayor of Jacksonville. Amy Freedman brings over 25 years of corporate governance and public capital markets experience, having served as CEO of Kingsdale Advisors and as an investment banker. Ralph Goehring, a financial and energy expert, has extensive experience as a public company CFO and currently serves as a business consultant to Global Clean Energy Holdings, Inc.
Rationale for Change
Riot argues that the current Bitfarms Board is founder-driven and prioritizes individual interests over shareholders’ best interests. Riot’s attempts to engage constructively with Bitfarms regarding a potential merger have been met with resistance. Riot’s acquisition proposal was dismissed without constructive feedback, leading to the implementation of a shareholder rights plan with a 15% trigger, which Riot views as a defensive measure to entrench the current board members.
Bitfarms’ shareholders have also shown a lack of confidence in the current board. At the Annual General and Special Meeting of Shareholders held on May 31, 2024, shareholders voted against re-electing co-founder Emiliano Grodzki. Riot has received support from numerous Bitfarms shareholders for exploring a combination between Riot and Bitfarms.
Next Steps
Riot urges the Bitfarms Board to hold the special meeting without delay. Riot remains committed to pursuing a transaction with Bitfarms but has withdrawn its previous acquisition proposal, pending the reconstitution of the Bitfarms Board. Riot believes that a combination of Bitfarms and Riot would create the largest publicly listed Bitcoin miner globally, with diversified operations well-positioned for long-term growth.
Riot has filed an early warning report in accordance with applicable Canadian securities laws. Riot’s beneficial ownership in Bitfarms has increased to 14.9% as of the date of the report. Riot intends to review its investment in Bitfarms continuously and may adjust its position based on various factors, including discussions with Bitfarms and market conditions.
For further details, the early warning report is available under the company’s profile at SEDAR+.
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