Riot Platforms and Bitfarms reach settlement agreement to end acquisition bid

Key Takeaways

• Riot Platforms withdraws Bitfarms acquisition bid as part of settlement agreement.
• Bitfarms board undergoes changes with one resignation and one new appointment.

Bitcoin mining firms Riot Platforms and Bitfarms have reached a settlement agreement, ending Riot’s acquisition bid for the crypto mining company, according to a Sept. 23 statement .

As a result, Riot Platforms has withdrawn its request for a special shareholder meeting of Bitfarms. The agreement, signed on September 23, 2024, maintains Riot’s 19.9% ownership stake in Bitfarms, consisting of 90,110,912 common shares.

Moreover, as part of the deal, Andrés Finkielsztain has resigned from Bitfarms’ Board of Directors, while Amy Freedman has been appointed to the board and several committees.

Amy has 25 years of experience in corporate governance and public capital markets, currently holding a role as an advisor to Ewing Morris and Co. Investment Partners, and with a track record in companies such as Stifel Financial Corp. and Morgan Stanley, according to Bitfarms.

The settlement includes Freedman’s appointment to the Governance and Nominating Committee and the Compensation Committee. She will also join any current or future “special committees” of independent directors, provided she meets independence requirements.

Riot Platforms stated it will continue to review its investment in Bitfarms and may adjust its position based on various factors, including market conditions and other investment opportunities.

End of a hostile takeover

Riot Platforms has been ramping up its participation as Bitfarms’ shareholder in 2024, along with a $950 million offer to buy the company back in April.

This relation led to a back-and-forth between both companies. Bitfarms tried to stop Riot’s attempts with a plan to sell discounted shares to shareholders aiming to increase their stake in the company, up to a 15% threshold.

Consequently, Riot tackled this approach by suggesting three independent candidates for Bitfarms’ board of directors.

Bitfarms then called a “special shareholder meeting” to discuss Riot’s efforts to acquire the company.

Thus, the current settlement puts an end to the hostile takeover attempts by Riot.