Details the Need for Further Change at Bitfarms
in Order to Fix Broken Governance and Enhance Value for All
Shareholders
Reduces Proposed Slate of New Directors From
Three to Two in Light of Bitfarms’ Recent Moves in Response to
Public Pressure from Riot
Warns Bitfarms Not to Take Any Additional
Actions to Entrench the Existing Board Prior to the October 29
Special Meeting
Additional Information Available at
www.ABetterBitfarms.com
Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today issued an
open letter to Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms” or the
“Company”) shareholders. The full text of the letter is below:
Dear Fellow Bitfarms Shareholders,
Riot currently owns approximately 19.9% of Bitfarms, making us
Bitfarms’ largest shareholder. As we approach the October 29
special meeting of Bitfarms’ shareholders (the “Special Meeting”),
we want to share our perspectives on the recent actions taken by
Bitfarms, including changes to its Board of Directors (the
“Bitfarms Board”) and the proposed acquisition of Stronghold
Digital Mining, Inc. (“Stronghold”). We also want to provide an
update on our campaign to bring urgently needed change to the
Bitfarms Board.
Further Board Change Is
Needed
Our focus remains on fixing Bitfarms’ broken governance to
enhance value for all shareholders. In order to achieve this
objective, additional fresh perspectives are required in Bitfarms’
boardroom.
Since we initiated our campaign, two of Bitfarms’ three
co-founders – Emiliano Grodzki and Nicolas Bonta – have resigned
from the Bitfarms Board. Notably, Mr. Grodzki only resigned after
shareholders voted not to re-elect him by a significant margin at
Bitfarms’ May 31, 2024 annual and special meeting of shareholders.
Bitfarms subsequently appointed Fanny Philip to replace Mr.
Grodzki, appointed Ben Gagnon as Chief Executive Officer and a
member of the Bitfarms Board to replace Mr. Bonta, and made other
executive leadership changes.
While these changes represent a step in the right direction,
they have been reactive and insufficient to address Bitfarms’
broken governance. These actions followed Riot’s sustained public
pressure and would not have occurred had Riot not challenged the
entrenchment of the Bitfarms Board. The evidence is clear: Bitfarms
needs additional truly independent directors with the experience
and expertise to ensure that decisions about the Company’s strategy
moving forward reflect what is best for all shareholders – not just
what is best for legacy directors whose focus is maintaining their
own positions.
Consider the following examples of the Bitfarms Board’s
defensive posture and prioritizing entrenchment over
engagement:
- Bitfarms’ failed off-market poison pill: The unilateral
adoption of a shareholder rights plan (the “Poison Pill”) with a
15% threshold ran counter to established legal and governance
standards. This entrenching Poison Pill was rightfully invalidated
and cease traded by the Ontario Capital Markets Tribunal in
response to Riot’s application. Had Riot not acted, the Poison Pill
would have prejudiced all Bitfarms’ shareholders and set a damaging
precedent for the Canadian capital markets. The Bitfarms Board knew
better but disregarded these concerns.
- A unilateral Board refresh: On June 27, 2024, Bitfarms
announced the addition of Fanny Philip to the Bitfarms Board.
Bitfarms chose to make this appointment without consulting Riot,
its largest shareholder, even though the Bitfarms Board knew that
we had proposed a slate of highly qualified director nominees and
specifically asked that we be consulted before any board changes
were made.
- The concerning Stronghold acquisition announcement:
Shareholders should seriously question the timing of Bitfarms’
announcement of its agreement to acquire Stronghold,
notwithstanding the pending Special Meeting, and the price that it
was willing to pay. The US$175 million transaction (including US$50
million of assumed debt) represents a greater than 100% premium to
Stronghold’s closing share price on the day prior to the
announcement, which greatly exceeds the premiums of precedent
all-stock transactions in which sellers participate in any
potential upside. Moreover, while announced as a “highly accretive”
transaction with “compelling economics,” shareholders have not yet
been provided an estimate of capital expenditures that will be
required to fund the development of Stronghold’s sites. These
points are especially troubling given that Stronghold was
effectively “for sale” for a significant period of time, with its
strategic review process publicly announced earlier this year, and
clearly no other participant in the sector was willing to pay such
an inflated price. As Bitfarms’ largest shareholder, we are
concerned that the Bitfarms Board did not enter into this
transaction with the best interests of Bitfarms’ shareholders in
mind. Based on the transaction terms, the Stronghold acquisition
appears to be yet another action designed to entrench the Bitfarms
Board.
- A continued lack of engagement with Riot: We have still
seen no change in posture from the Bitfarms Board regarding its
willingness to work constructively with Riot to consider beneficial
changes to the Bitfarms Board and/or a mutually beneficial
combination that could maximize value for all Bitfarms
shareholders.
The Path Forward – Electing Riot’s
Nominees
Previously, we announced that we would nominate three
independent and highly qualified nominees for election to the
Bitfarms Board at the Special Meeting. With the resignations of
Messrs. Bonta and Grodzki, our campaign to fix Bitfarms’ broken
governance has already resulted in progress towards addressing the
founder-led culture that we believe has been harmful to the
Bitfarms Board.
As a result, we will be reducing our proposed slate of new
directors from three to two – Amy Freedman and John Delaney (the
“Nominees”). Both Nominees are fully independent of Riot and
Bitfarms and will bring much needed public company board
experience, corporate governance oversight, transaction experience
and business expertise to the Bitfarms Board. We will be running
the Nominees to replace two Bitfarms directors: co-founder Andres
Finkielsztain and Fanny Philip. In particular, Mr. Finkielsztain,
as one of the three co-founders, bears responsibility for, among
other things, Bitfarms’ botched CEO succession process that led to
it having five CEOs in five years.
Bitfarms Needs to Halt its Defensive
Tactics and Let Shareholders Be Heard
With the Special Meeting less than two months away, we sincerely
hope that Bitfarms will allow its shareholders to have their say,
and will not seek to take any steps that adversely affect investors
or that are intended to gain an unfair advantage in the director
election. Specifically, the Bitfarms Board
should not enter into any financing transaction prior to the
completion of the Special Meeting. Riot is deeply concerned that
any transaction the current Bitfarms Board will pursue will be
punitively dilutive to all Bitfarms’ shareholders when there are
other more attractive financing options available. If the
Bitfarms Board insists on taking any such action to further
entrench itself at the expense of shareholders, Riot will not
hesitate to hold the incumbent directors personally
accountable.
***
We look forward to mailing our solicitation materials and giving
shareholders a chance to vote for our two Nominees in the near
future. We are confident that, together, we can help ensure a
Better Bitfarms moving forward.
Yours sincerely, Benjamin Yi, Executive Chairman Jason Les,
Chief Executive Officer
***
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; and uncertainties
as to the outcome of the Special Meeting. 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. However, to the extent permitted under
applicable law, 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/20240903058824/en/
Investors: 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: 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
