TLDR:
- Bitfarms delayed its special shareholders meeting from Oct. 29 to Nov. 6
- Riot Platforms, Bitfarms’ largest shareholder, is demanding board changes
- Riot owns about 19.9% of Bitfarms and previously attempted to acquire the company
- Bitfarms proposed adding one mutually agreed board nominee, increasing board size to six
- The delay allows shareholders to review Riot’s amended requisition and its implications
Bitcoin mining company Bitfarms has rescheduled its special shareholders meeting from October 29 to November 6, 2024, in response to an amended requisition from its largest shareholder, Riot Platforms.
The delay comes as Bitfarms faces increasing pressure from Riot to implement changes to its board of directors and governance structure.
Riot Platforms, which currently owns approximately 19.9% of Bitfarms’ shares, has been actively pushing for changes in Bitfarms’ leadership.
Special Meeting Update
Today Bitfarms announced that it has rescheduled the Special Meeting of shareholders to November 6, 2024.
The Special Meeting was rescheduled to provide sufficient time to evaluate the information relevant to this voting decision.
The Bitfarms Board is… pic.twitter.com/Hty8QvIF6c
— Bitfarms (@Bitfarms_io) September 9, 2024
On September 3, Riot issued an open letter to Bitfarms shareholders, expressing concerns over recent governance changes and the proposed acquisition of Stronghold Digital. Riot’s main argument centers on the need for additional independent directors with relevant experience to ensure decisions reflect the best interests of all shareholders.
The relationship between the two bitcoin mining companies has been complex. In April 2024, Riot attempted to acquire Bitfarms for approximately $950 million, a move that was unsuccessful.
Since then, Riot has been steadily increasing its ownership stake in Bitfarms through open market purchases.
Bitfarms’ decision to postpone the special meeting aims to provide shareholders with more time to review and evaluate Riot’s demands and their potential long-term implications.
The company stated that this extension would allow for a more informed decision-making process.
In response to Riot’s calls for board changes, Bitfarms’ special committee proposed a settlement agreement.
This proposal includes adding one mutually agreed-upon board nominee, which would increase the size of the board to six members. The agreement also includes standstill and other customary provisions.
Bitfarms has emphasized its focus on acting in the best interests of all shareholders, while suggesting that Riot, as a direct competitor, may be primarily concerned with its own interests.
The company expressed concerns about the high costs and distractions associated with a proxy contest and stated its desire to engage constructively with Riot to resolve the amended requisition.
The governance dispute has had an impact on both companies’ stock prices. As of the latest trading session, Bitfarms’ stock was up 4.7% at $1.88 per share, while Riot’s stock was trading around $650 per share.
The upcoming special meeting on November 6 will be a crucial event for Bitfarms shareholders. They will have the opportunity to vote and share their thoughts on the ongoing “proxy contest” between Riot and Bitfarms. The outcome of this meeting could significantly influence the future direction and governance of Bitfarms.
