In a bold move to solidify its position as the “largest publicly listed Bitcoin miner,” Riot Platforms has made a $950 million acquisition offer to Bitfarms. The proposed deal, detailed in a press release on May 28, involves Riot purchasing all Bitfarms (BITF) shares at $2.3 per share, with Bitfarms’ shareholders potentially owning up to 17% of the merged entity. The offer includes a mix of cash and common stock, promising Bitfarms’ shareholders substantial premiums and immediate cash value, alongside future growth prospects within a stronger, unified company.
The Proposal and Initial Rejection
Riot Platforms initially presented the proposal privately to Bitfarms’ board in late April. However, the board swiftly rejected the offer without engaging in substantial dialogue, according to Riot. This rejection has prompted Riot to voice concerns over the board’s commitment to acting in the best interests of all shareholders.
Allegations Against Bitfarms’ Founders
Riot’s concerns were further amplified by allegations from Geoffrey Morphy, Bitfarms’ recently terminated chief executive. Morphy’s $27 million lawsuit, filed in the Superior Court of Ontario, accuses Bitfarms of breach of contract, wrongful dismissal, and aggravated and punitive damages. This lawsuit has raised serious questions about the integrity and motivations of Bitfarms’ founders, Nicolas Bonta and Emiliano Grodzki.
“We are deeply concerned that the founders on the Bitfarms Board — Nicolas Bonta and Emiliano Grodzki — may not be acting in the best interests of all Bitfarms shareholders,” stated Riot Platforms CEO Jason Les.
Riot’s Strategic Response
In response to the board’s initial rejection, Riot Platforms has announced plans to convene a special meeting with Bitfarms’ shareholders after May 31. The goal of this meeting is to introduce new, well-qualified, and independent directors to the Bitfarms Board, thereby ensuring that shareholder interests are adequately represented.
Following the acquisition proposal, Riot acquired 10% of Bitfarms’ shares, leading to a nearly 10% increase in Bitfarms’ stock price, which rose to $2.21, according to Google Finance.
The Lawsuit and its Implications
Geoffrey Morphy’s mid-May lawsuit against Bitfarms further complicates the situation. The lawsuit, which followed his ostensibly smooth departure from the company in March, underscores the internal turmoil and potential governance issues within Bitfarms. Riot Platforms has leveraged these developments to bolster its argument for a change in leadership and a more shareholder-focused approach.
Conclusion
As Riot Platforms advances its acquisition bid, the tension between the two crypto mining giants highlights significant governance and strategic challenges within Bitfarms. The unfolding situation will likely have substantial implications for the future of both companies, their shareholders, and the broader cryptocurrency mining industry.
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