Bitfarms Takes Bold Step with New Rights Plan to Thwart Takeover Bids

Bitfarms Ltd., a globally recognized Bitcoin mining entity, has initiated a significant corporate strategy to safeguard its shareholders and review potential business avenues. Announced on June 10, 2024, the company’s Board of Directors, in agreement with the TSX Trust Company as rights agent, unanimously approved a shareholder rights plan (“Rights Plan”). 

This strategic move is designed to protect the integrity of Bitfarms’ ongoing strategic review process, ensuring that the company explores all possible alternatives that could enhance shareholder value without external pressures.

This Rights Plan comes at a crucial time as Bitfarms is exploring various strategic options, including potential business combinations, continuing with its current business model, or even selling the company. 

The formation of a special committee comprised of independent directors underscores the seriousness of this initiative. 

Their mandate is to oversee this comprehensive review, ensuring that all decisions align with the long-term interests of the shareholders and the company’s overarching strategic goals.

Navigating Challenges: Bitfarms’ Response to Unsolicited Acquisition Proposals

The adoption of the Rights Plan is largely a defensive measure against unsolicited acquisition attempts, notably from Riot Platforms, Inc., which currently holds a significant portion of Bitfarms’ shares. 

After Riot’s aggressive move to acquire Bitfarms, proposing a takeover without adhering to the Strategic Alternatives Review Process established by Bitfarms’ Special Committee, the need for a Rights Plan became apparent. 

Riot’s actions, including the requisition of a special meeting to potentially circumvent the review process, prompted Bitfarms to safeguard its strategic review initiative.

By implementing the Rights Plan, Bitfarms ensures that any acquisition attempts, like that of Riot’s, are conducted fairly and without disrupting the company’s strategic review process. 

The plan allows Riot, and any other potential acquirer, to make a formal bid in compliance with Canadian securities laws but restricts any hostile takeovers by requiring that any significant share purchases be agreed upon under established terms that protect all shareholders’ interests. 

This plan not only secures the review process but also aims to prevent any single entity from gaining disproportionate control without offering adequate value or considering broader shareholder interests.

In essence, Bitfarms is taking a calculated approach to navigate its current corporate landscape, marked by potential acquisitions and strategic pivots. The Rights Plan serves as a bulwark against unwelcome disruptions, providing the company and its shareholders the space needed to thoroughly evaluate all strategic alternatives. 

This move highlights Bitfarms’ commitment to corporate governance and shareholder value, ensuring that any significant corporate decisions are made with transparency and fairness. 

As Bitfarms continues to expand its operations across the Americas, leveraging sustainable energy resources, the outcomes of this strategic review will likely influence the future direction of the company significantly.