Bitfarms and Riot resolve disputes, expand board ahead of key meeting
Bitfarms
Ltd.
and
Riot
Platforms
Inc.
have
announced
a
settlement
ahead
of
Bitfarms’
special
shareholder
meeting
scheduled
for
Nov.
6,
according
to
a
Sept.
23
press
release.
The
announcement
comes
after
months
of
tension
between
the
two
Bitcoin
miners
that
began
with
Riot’s
hostile
takeover
bid.
Settlement
agreement
Under
the
agreement,
Riot,
Bitfarms’
largest
shareholder,
will
withdraw
its
prior
requisition
and
endorse
an
expansion
of
Bitfarms’
Board
of
Directors.
It
will
also
commit
to
a
standstill
agreement
through
2026.
Additionally,
Andrés
Finkielsztain
has
stepped
down
from
Bitfarms’
board,
while
Amy
Freedman
has
been
appointed
a
new
member.
She
will
also
join
the
Governance,
Nominating,
and
Compensation
Committees.
Riot
has
agreed
to
vote
in
favor
of
expanding
the
board
from
five
to
six
members
at
the
special
meeting,
during
which
shareholders
will
also
be
asked
to
elect
an
independent
director
and
ratify
Bitfarms’
shareholder
rights
plan.
The
agreement,
including
Riot’s
withdrawal
of
its
requisition,
signifies
a
collaborative
effort
between
the
two
companies.
Riot
CEO
Jason
Les
emphasized
that
the
settlement
is
“a
significant
step
to
advance
shareholder
value
creation.”
The
agreement
will
be
filed
with
the
US
Securities
and
Exchange
Commission
and
posted
on
SEDAR.
End
of
dispute
The
settlement
comes
after
months
of
tension
between
Bitfarms
and
Riot,
stemming
from
Riot’s
attempt
to
influence
Bitfarms’
Strategic
Alternatives
Review
Process
and
a
takeover
attempt.
Riot
criticized
Bitfarms’
corporate
governance
and
made
a
non-binding
offer
to
acquire
the
company,
but
the
latter
resisted,
accusing
Riot
of
opportunism
and
attempting
to
acquire
Bitfarms
at
a
discounted
rate.
Bitfarms
responded
by
adopting
a
Shareholder
Rights
Plan
in
June,
also
known
as
a
“poison
pill,”
to
preserve
the
integrity
of
its
strategic
review
and
prevent
Riot
from
gaining
undue
influence.
Riot’s
aggressive
tactics
reflect
its
efforts
to
expand
its
presence
in
the
competitive
Bitcoin
mining
industry,
but
Bitfarms
has
remained
focused
on
protecting
its
shareholders
and
pursuing
long-term
growth
through
its
review
process.
The
settlement
now
marks
a
step
toward
resolving
these
tensions
while
both
companies
aim
to
maximize
shareholder
value
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