Bitfarms has scheduled a special shareholders’ meeting to address board reconstitution following Riot Platforms’ requisition, impacting the company’s future direction.
Points
- Bitfarms will hold a special shareholders’ meeting on October 29, 2024.
- The meeting will vote on removing Nicolas Bonta and Andrés Finkielsztain from the board.
- Riot Platforms holds 14.9% of Bitfarms’ stock and has nominated three new board candidates.
- The outcome will influence Bitfarms’ operational and strategic direction.
Bitfarms has announced a special shareholders’ meeting on October 29, 2024, to address board reconstitution following a requisition from Riot Platforms. Shareholders will vote on the removal of Nicolas Bonta, the current chairman and interim CEO, and Andrés Finkielsztain, a director.
Riot Platforms, which holds 14.9% of Bitfarms’ stock, has nominated three new board candidates. This move follows Riot’s thwarted attempt to acquire Bitfarms in April for $950 million, offering $2.30 per share. The offer was withdrawn due to a lack of meaningful engagement from the current board.
In response to the requisition, Bitfarms noted that Riot could have addressed these issues during the annual general meeting on May 31. Bitfarms also adopted a “poison pill” strategy in June to prevent a possible takeover. This strategy involves issuing new shares to dilute the stake of any entity accumulating more than 15% of the company’s shares, increasing to 20% after September 10. Riot is seeking to nullify Bitfarms’ shareholder rights plan in a scheduled hearing before the Ontario Securities Commission on July 22 and 23.
Despite the tension, Bitfarms has expressed its commitment to constructive engagement with its shareholders. The company hopes Riot will engage constructively to avoid unnecessary expenditure of Bitfarms’ limited cash resources. Riot Platforms has yet to propose a new corporate strategy for Bitfarms and has requested that the record date be set post-hearing before the Ontario Securities Commission.
The outcome of the October 29 meeting will significantly impact Bitfarms’ future direction, as shareholders’ decisions on the board’s composition and Riot’s proposed candidates will shape the company’s operational and strategic path.
解説
- Shareholder Influence: Riot Platforms’ significant stake and push for board reconstitution highlight the influence of major shareholders on corporate governance.
- Defensive Strategies: Bitfarms’ adoption of a “poison pill” strategy reflects its efforts to protect against hostile takeovers and maintain control over its strategic direction.
- Regulatory and Legal Considerations: The scheduled hearing before the Ontario Securities Commission underscores the regulatory and legal complexities involved in corporate governance and shareholder rights.
- Future Implications: The outcome of the special shareholders’ meeting will determine Bitfarms’ leadership and strategic priorities, influencing its operational and market performance.