Riot Platforms, Inc. (“Riot”) issues this press release
pursuant to Part 3 of Canadian National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues and Part 5 of Canadian National Instrument 62-104
– Take-Over Bids and Issuer Bids in respect of Bitfarms Ltd. (the
“Company”).
Riot announces that on May 28, 2024 it acquired ownership of
3,002,350 common shares (the “Purchased Shares”) of the
Company representing approximately 0.75% of the issued and
outstanding Common Shares (the “Common Shares”) of the
Company.
The Purchased Shares were acquired through normal course
purchases on the Nasdaq Stock Market and other open market trades
for a weighted average price of approximately US$2.19 per Purchased
Share (equivalent to approximately C$2.99 per Purchased Share based
on the daily exchange rate posted by the Bank of Canada on May 28,
2024 (the “Exchange Rate”)) at a price range per Purchased
Share of US$2.14 to US$2.23 (equivalent to approximately C$2.92 to
C$3.04 based on the Exchange Rate) for an aggregate amount equal to
US$6,572,744.62 (equivalent to approximately C$8,963,909.11 based
on the Exchange Rate).
Immediately prior to the acquisition of Common Shares giving
rise to the issuance of this press release, Riot beneficially owned
36,856,350 Common Shares, representing approximately 9.25% of the
issued and outstanding Common Shares. Following completion of the
aforementioned acquisition, Riot beneficially owned 39,858,700
Common Shares, representing approximately 10.00% of the issued and
outstanding Common Shares as at the date hereof.
The purchase of the securities giving rise to the issuance of
this press release followed Riot’s attempt to engage with the board
of directors of the Company (the “Board”) regarding a
non-binding proposal to acquire all of the outstanding Common
Shares of the Company. In particular, on April 22, 2024, Riot sent
a letter to the Board that set out Riot’s non-binding proposal to
acquire all of the outstanding Common Shares of the Company (the
“Proposal”) for consideration of US$2.30 per Common Share,
to be paid with a combination of cash and shares of Riot’s common
stock (the “Purchase Price”).
On May 28, 2024, Riot sent another letter to the Board
reiterating the Proposal at the Purchase Price and advising the
Board that Riot had acquired approximately 9.25% of the Common
Shares. The letter indicated that Riot currently intends to
requisition a special meeting of the Company’s shareholders, at
which Riot intends to nominate several well-qualified and
independent directors to join the Company’s Board.
On May 28, 2024, Riot issued a press release publicly announcing
the Proposal and that Riot had acquired approximately 9.25% of the
Common Shares.
Neither the Proposal, nor this press release is meant to be, nor
should be construed as, an offer (or an intention to make an offer)
to buy or the solicitation of an offer to sell any of the Company’s
securities.
Riot intends to review its investment in the Company on a
continuing basis and depending upon various factors, including
without limitation, the Board’s response, if any, to the Proposal
and any discussion between Riot and the Board relating thereto, the
Company’s financial position and strategic direction, overall
market conditions, other investment opportunities available to
Riot, and the availability of securities of the Company at prices
that would make the purchase or sale of such securities desirable,
Riot may: (i) increase or decrease its position in the Company
through, among other things, the purchase or sale of securities of
the Company, including through transactions involving the Common
Shares and/or other equity, debt, notes, other securities, or
derivative or other instruments that are based upon or relate to
the value of securities of the Company in the open market or
otherwise; (ii) enter into transactions that increase or hedge its
economic exposure to the Common Shares without affecting its
beneficial ownership of the Common Shares; or (iii) consider or
propose one or more of the actions described in subparagraphs (a) –
(k) of Item 5 of Riot’s Early Warning Report filed in accordance
with applicable Canadian securities laws.
If the proposed transaction contemplated by the Proposal is
consummated, it would result in, among other things, (i) the
acquisition by Riot of additional securities of the Company, (ii) a
change of control of the Company, (iii) a change in the board of
directors or management of the Company, (iv) the de-listing of the
Common Shares from the Toronto Stock Exchange and the Nasdaq Stock
Market, (v) the de-registration of the Common Shares under the U.S.
Securities Exchange Act of 1934, as amended, and (vi) the Company
ceasing to be a reporting issuer under Canadian securities
legislation.
Riot will file the Early Warning Report in accordance with
applicable securities laws, which will be available under the
Company’s profile at www.sedarplus.ca. The head office of the
Company is 110 Yonge Street, Suite 1601, Toronto, Ontario M5C 1T4.
The address of Riot is 3855 Ambrosia Street, Suite 301, Castle
Rock, CO 80109.
FOR MORE INFORMATION
For further information and to obtain a copy of the Early
Warning Report, please see the Company’s profile on the SEDAR+
website (www.sedarplus.ca) or contact Phil McPherson, Vice
President, Capital Markets & Investor Relations, at (303)
794-2000 ext. 110.
About Riot Platforms, Inc.
Riot’s (NASDAQ: RIOT) vision is to be the world’s leading
Bitcoin-driven infrastructure platform. Our mission is to
positively impact the sectors, networks, and communities that we
touch. We believe that the combination of an innovative spirit and
strong community partnership allows the Company to achieve
best-in-class execution and create successful outcomes.
Riot, a Nevada corporation, is a Bitcoin mining and digital
infrastructure company focused on a vertically integrated strategy.
Riot has Bitcoin mining operations in central Texas and electrical
switchgear engineering and fabrication operations in Denver,
Colorado.
For more information, visit www.riotplatforms.com.
Non-Binding Proposal
Riot cautions Riot shareholders, Company shareholders and others
considering trading in Riot securities or Company securities that
the Proposal referred to in this press release is non-binding, does
not constitute and should not be construed as an offer or intention
to make an offer directly to Company shareholders, and there can be
no assurance that any definitive offer will be made by Riot, that
the Company will accept any offer made by Riot, that any agreement
will be entered into by Riot and the Company or that the Proposal
or any other transaction will be approved or consummated. Riot does
not undertake any obligation to provide any updates with respect to
the proposed transaction, except as required by applicable law.
Cautionary Note Regarding Forward Looking Statements
Statements contained herein that are not historical facts
constitute “forward-looking statements” and “forward-looking
information” (together, “forward-looking statements”) within the
meaning of applicable U.S. and Canadian securities laws that
reflect management’s current expectations, assumptions, and
estimates of future events, performance and economic conditions.
Such forward-looking statements rely on the safe harbor provisions
of Section 27A of the U.S. Securities Act of 1933 and Section 21E
of the U.S. Securities Exchange Act of 1934 and the safe harbor
provisions of applicable Canadian securities laws. Because such
statements are subject to risks and uncertainties, actual results
may differ materially from those expressed or implied by such
forward-looking statements. Words and phrases such as “anticipate,”
“believe,” “combined company,” “create,” “drive,” “expect,”
“forecast,” “future,” “growth,” “intend,” “hope,” “opportunity,”
“plan,” “potential,” “proposal,” “synergies,” “unlock,” “upside,”
“will,” “would,” and similar words and phrases are intended to
identify forward-looking statements. These forward-looking
statements may include, but are not limited to, statements
concerning: uncertainties as to whether any definitive offer will
be made by Riot or the Company will accept any offer made by Riot;
whether the Company will enter into discussions with Riot regarding
the proposed combination of Riot and the Company; the outcome of
any such discussions, including the possibility that the terms of
any such combination will be materially different from those
described herein; the conditions to the completion of any
combination, including the receipt of Company shareholder approval
and the receipt of all required regulatory approvals; the future
performance, results of operations, liquidity and financial
position of each of Riot, the Company and the company resulting
from the combination of Riot and the Company; the possibility that
the combined company may be unable to achieve expected synergies
and operating efficiencies within the expected timeframes or at
all; the integration of the Company’s operations with those of Riot
and the possibility that such integration may be more difficult,
time-consuming and costly than expected or that operating costs and
business disruption may be greater than expected in connection with
the proposed transaction. Such forward-looking statements are not
guarantees of future performance or actual results, and readers
should not place undue reliance on any forward-looking statement as
actual results may differ materially and adversely from
forward-looking statements. Detailed information regarding the
factors identified by the management of Riot, which they believe
may cause actual results to differ materially from those expressed
or implied by such forward-looking statements in this press
release, may be found in Riot’s filings with the U.S. Securities
and Exchange Commission (the “SEC”), including the risks,
uncertainties and other factors discussed under the sections
entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” of Riot’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, filed with the SEC on
February 23, 2024, and the other filings Riot has made or will make
with the SEC after such date, copies of which may be obtained from
the SEC’s website at www.sec.gov. All forward-looking statements
contained herein are made only as of the date hereof, and Riot
disclaims any intention or obligation to update or revise any such
forward-looking statements to reflect events or circumstances that
subsequently occur, or of which Riot hereafter becomes aware,
except as required by applicable law.
No Offer or Solicitation
This press release is for informational purposes only and is not
intended to and does not constitute an offer to sell or the
solicitation of an offer, or an intention to offer, to subscribe
for or buy or an invitation to purchase or subscribe for any
securities, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
Such an offer to purchase securities would only be made pursuant to
a registration statement, prospectus, tender offer, takeover bid
circular, management information circular or other regulatory
filing filed by Riot with the SEC and available at www.sec.gov or
filed with applicable Canadian securities regulatory authorities on
SEDAR+ and available at www.sedarplus.ca. This press release is not
intended to, and does not, solicit a proxy from any shareholder of
the Company. Such a solicitation of proxies would only be made
pursuant to a proxy circular filed with applicable Canadian
securities regulatory authorities on SEDAR+ and available at
www.sedarplus.ca or pursuant to an exemption from the proxy
solicitation rules under applicable Canadian securities law.
Important Information for Investors
This press release relates to a proposal that Riot has made for
a business combination transaction with the Company. In furtherance
of this proposal and subject to future developments, Riot (and, if
applicable, the Company) may file one or more registration
statements, prospectuses, management information circulars, proxy
statements, proxy circulars, tender offers, takeover bid circulars
or other documents with the SEC and applicable Canadian securities
regulatory authorities. This press release is not a substitute for
any registration statement, prospectus, management information
circular, proxy statement, proxy circular, tender offer, takeover
bid circular or other document (collectively, “Regulatory
Filings”) Riot and/or the Company may file with the SEC and/or
applicable Canadian securities regulatory authorities in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF
RIOT AND THE COMPANY ARE URGED TO READ EACH REGULATORY FILING WHEN
AND IF FILED BY RIOT AND/OR THE COMPANY WITH THE SEC AND/OR
APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIES CAREFULLY IN
THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RIOT, THE COMPANY, THE PROPOSED
TRANSACTION AND RELATED MATTERS. Any proxy circular, takeover bid
circular, management information circular, prospectus or other
applicable Regulatory Filing (if and when filed) will be mailed to
shareholders of the Company (if and when required to be mailed by
applicable law). Investors and security holders will be able to
obtain free copies of Regulatory Filings (if and when available)
and other documents filed by Riot with the SEC and available at
www.sec.gov, and on the “Investor Relations” page of Riot’s
corporate website, www.Riotplatforms.com. Investors and security
holders will be able to obtain free copies of any documents filed
with applicable Canadian securities regulatory authorities by Riot
on SEDAR+ at www.sedarplus.ca, and on the “Investor Relations” page
of Riot’s corporate website, www.Riotplatforms.com.
This press release is neither a solicitation of a proxy nor a
substitute for any proxy statement or other filings that may be
made with the SEC or Canadian securities regulatory authorities.
Nonetheless, Riot and its directors and executive officers and
other members of management and employees may be deemed to be
participants in the solicitation of proxies in respect of the
proposed transaction. You can find information about Riot’s
executive officers and directors in Riot’s Annual Report on Form
10-K for the year ended December 31, 2023. Additional information
regarding the interests of such potential participants will be
included in one or more Regulatory Filings filed with the SEC and
Canadian securities regulatory authorities if and when they become
available. These documents (if and when available) may be obtained
free of charge from the SEC’s website at www.sec.gov, on SEDAR+ at
www.sedarplus.ca and by visiting the “Investor Relations” page of
Riot’s corporate website, www.Riotplatforms.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240528022918/en/
Investor Contacts: Phil McPherson 303-794-2000 ext. 110
IR@Riot.Inc Okapi Partners Bruce Goldfarb / Chuck Garske, (877)
285-5990 info@okapipartners.com Media Contact: Longacre
Square Partners Joe Germani / Dan Zacchei
jgermani@longacresquare.com / dzacchei@longacresquare.com
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 2 2025 まで 3 2025
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 3 2024 まで 3 2025
