The mining firm Riot Platforms has called for a special meeting of Bitfarms shareholders to re-elect the board of directors as part of a hostile takeover campaign.
Shareholders of the target company will be asked to vote on the removal of Chairman and Acting CEO Andres Finkelshtain.
The agenda also includes the exclusion of any person appointed to fill the vacancy left by co-founder Emiliano Grodzki, who was recently removed from the structure at the annual shareholders’ meeting.
“It is clear that fresh perspectives are needed to address the issues. Riot proposes three highly qualified individuals, each fully independent of Riot and Bitfarms. Together, they will bring the necessary corporate governance oversight, deal-making experience, and business expertise to the latter’s board,” the press release states.
The nominees from Riot include:
- John Delaney — an expert in government and public affairs with experience in both the public and private sectors;
- Amy Friedman — a corporate governance and capital markets expert with over 25 years of experience;
- Ralph Goering, a finance and energy expert with extensive experience as a CFO of a public company.
Bitfarms has 21 days to decide on the date for the shareholders’ meeting.
Alongside this initiative, Riot withdrew its offer to purchase competitor’s securities at $2.30, citing “the lack of meaningful engagement from the current board.”
Currently, the organization owns about 60 million shares of Bitfarms (14.9%).
Riot is prepared to collaborate with the revamped structure on the potential acquisition.
On May 29, it was reported that the company proposed a $950 million acquisition. This included a 20% premium to the target firm’s average stock prices over the month.
At that time, Bitfarms’ board expressed a desire to continue discussions on the potential deal “in a substantive manner,” but with adherence to traditional confidentiality measures. The special committee stated that the offer “significantly undervalues the company and its growth prospects.”
At this stage, Riot Platforms declined to participate in the process of exploring strategic alternatives, continuing to purchase securities on the secondary market.
In June, Bitfarms’ board adopted a shareholder rights plan through a “poison pill.” This practice aims to make the organization less attractive and/or dilute the buyer’s stake in the target firm.
On June 13, the company’s management reiterated that the takeover offer from Riot Platforms “significantly undervalues Bitfarms and does not serve the interests of shareholders.”