Bitfarms has announced a settlement ahead of its special shareholder meeting set for November 6, as detailed in a press release on September 23. This announcement follows months of conflict between Bitfarms and Riot, triggered by Riot’s attempted hostile takeover.
Details of the Settlement
As part of the settlement, Riot, the largest shareholder in Bitfarms, will withdraw its previous requisition and support an expansion of Bitfarms’ Board of Directors. Riot will also enter into a standstill agreement lasting through 2026.
In a related development, Andrés Finkielsztain has resigned from Bitfarms’ board, while Amy Freedman has been appointed as a new board member. Freedman will also serve on the Governance, Nominating, and Compensation Committees.
During the special meeting, Riot has committed to voting in favor of increasing the board from five to six members. Shareholders will also elect an independent director and approve Bitfarms’ shareholder rights plan.
This agreement, which includes Riot’s withdrawal of its requisition, reflects a collaborative effort between the two firms. Jason Les, CEO of Riot, stated that the settlement represents “a significant step to advance shareholder value creation.” The agreement will be submitted to the US Securities and Exchange Commission and made available on SEDAR.
Conclusion of Dispute
This settlement comes after a prolonged period of tension between Bitfarms and Riot, which arose from Riot’s attempts to influence Bitfarms’ Strategic Alternatives Review Process and its takeover bid.
Riot criticized Bitfarms’ corporate governance and made a non-binding acquisition offer, which Bitfarms rejected, accusing Riot of attempting to acquire the company at a bargain price. In response, Bitfarms adopted a Shareholder Rights Plan, known as a “poison pill,” in June to safeguard the integrity of its strategic review and prevent Riot from exerting undue influence.
Riot’s aggressive strategies illustrate its desire to strengthen its foothold in the competitive Bitcoin mining sector. However, Bitfarms remains committed to protecting its shareholders and pursuing long-term growth through its review process. The settlement signifies a move toward resolving these tensions, as both companies aim to enhance shareholder value.
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