Poison Pill Comes Just Days After Riot
Privately Urged Bitfarms to Consult with Riot and Other Large
Shareholders on New Board Members and Stressed that Chairman
Nicolas Bonta Must Resign to Address Corporate Governance
Concerns
Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today commented on
the shareholder rights plan (the “Poison Pill”) unilaterally
adopted by Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms” or the
“Company”), which takes immediate effect and effectively prevents
any shareholder from acquiring 15% or more of Bitfarms’ common
shares without making a formal take-over bid for all of the
Company’s shares. The 15% trigger is in direct conflict with
established legal and governance standards, including those
published by leading proxy advisory firms Institutional Shareholder
Services Inc. and Glass, Lewis & Co., and is further evidence
of the Bitfarms Board of Directors (the “Bitfarms Board”)
disregarding good corporate governance.
Jason Les, Chief Executive Officer of Riot, stated:
“We have attempted to privately engage with the Bitfarms Board
and recently sent two letters urging constructive collaboration
with us around the addition of at least two new directors who are
fully independent of Bitfarms and Riot. Instead of engaging with us
privately and in good faith, Bitfarms has responded by implementing
an off-market Poison Pill with a trigger well below the customary
20% threshold.
“This action further demonstrates the Bitfarms Board’s
entrenchment and disregard for the perspectives of its
shareholders, who clearly signaled their discontent less than two
weeks ago when they voted out Company co-founder Emiliano Grodzki.
In our most recent letter, we urged the Bitfarms Board to
facilitate the resignation and removal of Chairman and interim CEO
Nicolas Bonta, who has led the Bitfarms Board since 2018 and bears
direct responsibility for its poor corporate governance practices,
as a first step to address shareholders’ concerns.
“We will continue to push to address the serious corporate
governance issues at Bitfarms and ensure that shareholders have a
say on the Company’s path forward.”
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 is a Bitcoin mining and digital infrastructure company
focused on a vertically integrated strategy. The Company 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, Bitfarms shareholders and
others considering trading in Riot securities or Bitfarms
securities that the proposal Riot has made for a business
combination transaction with Bitfarms is non-binding, does not
constitute and should not be construed as an offer or intention to
make an offer directly to Bitfarms shareholders, and there can be
no assurance that any definitive offer will be made by Riot, that
Bitfarms will accept any offer made by Riot, that any agreement
will be entered into by Riot and Bitfarms 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 Bitfarms will accept any offer made by Riot;
whether Bitfarms will enter into discussions with Riot regarding
the proposed combination of Riot and Bitfarms; 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 Bitfarms shareholder approval and the
receipt of all required regulatory approvals; the future
performance, results of operations, liquidity and financial
position of each of Riot, Bitfarms and the company resulting from
the combination of Riot and Bitfarms; 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 Bitfarms’ 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
Bitfarms. 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 communication relates to, among other things, a proposal
that Riot has made for a business combination transaction with
Bitfarms. In furtherance of this proposal and subject to future
developments, Riot (and, if applicable, Bitfarms) 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
communication 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 Bitfarms 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 BITFARMS ARE URGED TO READ EACH
REGULATORY FILING WHEN AND IF FILED BY RIOT AND/OR BITFARMS 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,
BITFARMS, 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 Bitfarms (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 communication 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/20240612057084/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 11 2024 まで 12 2024
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 12 2023 まで 12 2024
