Ontario Capital Markets Tribunal Has Cease
Traded Bitfarms’ Poison Pill Effective Immediately
Ruling Represents a Significant Victory for
Shareholder Rights
Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today announced
that it was successful in its application to the Ontario Capital
Markets Tribunal (the “Tribunal”) to cease trade the June 10, 2024
shareholder rights plan (the “Poison Pill”) implemented by the
Board of Directors of Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms”)
(the “Bitfarms Board”). The cease trade order terminates Bitfarms’
Poison Pill – which contemplated a 15% trigger – effective
immediately.
Jason Les, Chief Executive Officer of Riot, stated:
“This ruling from the Tribunal in favor of Riot’s application is
a win for all Bitfarms shareholders. The adoption of the off-market
Poison Pill is yet another example of the broken corporate
governance that plagues Bitfarms and of the ongoing attempts by the
Bitfarms directors to entrench themselves. We appreciate that the
Tribunal acted quickly and decisively to remove the Poison
Pill.
We continue to believe that our three director nominees – John
Delaney, Amy Freedman and Ralph Goehring (the “Nominees”) – must be
elected to the Bitfarms Board at the 2024 Special Meeting of
Shareholders (the “Special Meeting”) scheduled for October 29, 2024
in order to repair Bitfarms’ poor corporate governance. These
Nominees are fully independent of Riot and Bitfarms, are highly
qualified and will bring much-needed fresh perspectives into the
boardroom. We look forward to communicating further with
shareholders in the coming weeks and months.”
***
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 Riot 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.
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 Bitfarms will enter into
discussions with Riot regarding a proposed combination of Riot and
Bitfarms; the outcome of any such discussions, including the terms
and conditions of any such potential combination; the future
performance, liquidity and financial position of the combined
company, and its ability to achieve expected synergies; and
uncertainties as to timing of the Special Meeting or the outcome.
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.
Information in Support of Public Broadcast Exemption under
Canadian Law
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable corporate and securities laws. Shareholders
of the Company are not being asked at this time to execute a proxy
in favour of the Nominees or in respect of any other matter to be
acted upon at the Special Meeting. In connection with the Special
Meeting, Riot intends to file a dissident information circular in
due course in compliance with applicable corporate and securities
laws. Notwithstanding the foregoing, Riot has voluntarily provided
in, or incorporated by reference into, this press release the
disclosure required under section 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has
filed a document (the “Document”) containing disclosure prescribed
by applicable corporate law and disclosure required under section
9.2(6) of NI 51-102 in respect of the Nominees, in accordance with
corporate and securities laws applicable to public broadcast
solicitations. The Document is hereby incorporated by reference
into this press release and is available under the Company’s
profile on SEDAR+ at www.sedarplus.ca. The registered office of the
Company is 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4
Canada.
Neither Riot nor any director or officer of Riot is requesting
that Company shareholders submit a proxy at this time. Once formal
solicitation of proxies in connection with the Special Meeting has
commenced, proxies may be revoked by a registered holder of Company
shares: (a) by completing and signing a valid proxy bearing a later
date and returning it in accordance with the instructions contained
in the accompanying form of proxy; (b) by depositing an instrument
in writing that is signed by the shareholder or an attorney who is
authorized by a document that is signed in writing or by electronic
signature; (c) by transmitting by telephonic or electronic means a
revocation that is signed by electronic signature in accordance
with applicable law, as the case may be: (i) at the registered
office of the Company at any time up to and including the last
business day preceding the day the Special Meeting or any
adjournment or postponement of the Special Meeting is to be held,
or (ii) with the chair of the Special Meeting on the day of the
Special Meeting or any adjournment or postponement of the Special
Meeting; or (d) in any other manner permitted by law. In addition,
proxies may be revoked by a non-registered holder of Company shares
at any time by written notice to the intermediary in accordance
with the instructions given to the non-registered holder by its
intermediary.
This press release and any solicitation made by Riot in advance
of the Special Meeting is, or will be, as applicable, made by Riot,
and not by or on behalf of the management of the Company. Proxies
may be solicited by proxy circular, mail, telephone, email or other
electronic means, as well as by newspaper or other media
advertising and in person by managers, directors, officers and
employees of Riot who will not be specifically remunerated
therefor. In addition, Riot may solicit proxies by way of public
broadcast, including press release, speech or publication and any
other manner permitted under applicable Canadian laws, and may
engage the services of one or more agents and authorize other
persons to assist it in soliciting proxies on their behalf.
Riot has entered into agreements with Okapi Partners LLC
(“Okapi”) and Shorecrest Group Ltd. (“Shorecrest”) in connection
with solicitation and advisory services in respect of the
requisitioned meeting, for which Okapi will receive a fee not to
exceed US$1,200,000 and Shorecrest will receive a fee not to exceed
US$110,000, in each case together with reimbursement for reasonable
and out-of-pocket expenses, and under which each of Okapi and
Shorecrest will be indemnified against certain liabilities and
expenses, including certain liabilities under securities laws.
The costs incurred in the preparation and mailing of any
circular or proxy solicitation by Riot will be borne directly and
indirectly by Riot. In the event any of the Nominees are elected or
appointed to the Bitfarms Board, Riot intends to seek reimbursement
from Bitfarms of all expenses it incurs in connection with the
solicitation of proxies for the election of the Nominees at the
Special Meeting.
None of Riot, any director or officer of Riot nor any associate
or affiliate of the foregoing (i) has any material interest, direct
or indirect, by way of beneficial ownership of securities of the
Company or otherwise, in any matter to be acted upon at the Special
Meeting, other than the election of directors, or (ii) has or has
had any material interest, direct or indirect, in any transaction
since the beginning of the Company’s last completed financial year
or, other than the proposal submitted by Riot to Bitfarms on April
22, 2024 and referred to in Riot’s press release dated May 28, 2024
(which proposal has since been withdrawn by Riot), in any proposed
transaction that has materially affected or will materially affect
the Company or any of the Company’s affiliates.
No Offer to Purchase or Sell Securities
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240724133364/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 Shorecrest Group 1-888-637-5789
(North American Toll-Free) contact@shorecrestgroup.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 10 2024 まで 11 2024
Bitfarms (NASDAQ:BITF)
過去 株価チャート
から 11 2023 まで 11 2024
