After rejecting an unsolicited $950 million acquisition offer from Riot Platforms, bitcoin miner Bitfarms has announced that its board of directors has unanimously approved a shareholder rights plan, effective immediately, to protect the integrity of the company’s strategic alternatives review process.
The plan, commonly known as a poison pill, is intended to prevent any one party from gaining control of Bitfarms without providing fair value to all shareholders.
Launching the "poison pill" plan
Under the rights plan, Bitfarms will issue one right for each share of common stock outstanding as of June 20. These rights will be exercisable if any person or entity acquires more than 15% of Bitfarms' outstanding common stock without complying with the "permitted bid" provisions of the plan. An approved bid must be open to all shareholders, remain open for 105 days, and meet other specific conditions. The rights plan is effective immediately, but still requires shareholder approval within six months.
Meanwhile, Bitfarms has received notice from the Toronto Stock Exchange (TSX) that the TSX will defer consideration of the rights plan until it is satisfied that the appropriate securities commission will not intervene. However, the TSX's delay in accepting the rights plan will not affect its adoption or implementation. Unless terminated earlier, the rights plan will be effective for at least six months from June 10.
Enabling tender offers to defend against hostile takeover attempts
Bitfarms initiated the poison pill plan in response to an unsolicited takeover bid from Riot Platforms. Riot currently holds 11.62% of Bitfarms. Riot initially made the takeover bid on April 22, when it held 3.61%. Riot claimed that the reason for the offer was that they believed that Bitfarms' board of directors was not acting in the best interests of shareholders.
After evaluation, the special committee of independent directors of Bitfarms concluded that Riot's offer seriously underestimated the company's value. However, Riot did not stop its pace of increasing its holdings, but continued to buy Bitfarms shares in the market, further increasing its shareholding to 8.01%. This action shows that Riot's interest in acquiring Bitfarms has not diminished despite the rejection of the initial acquisition offer.
The Special Committee believes that the adoption of the Rights Plan is critical to ensure that the Bitfarms Board has sufficient time to explore and negotiate strategic alternatives that will deliver the best value to shareholders. The purpose of the Plan is to protect the strategic review process from further increases in Riot’s stake, and in particular to prevent its stake from exceeding the 15% threshold in the short term. #Bitfarms #恶意收购 #毒丸计划
Conclusion:
In the face of Riot Platforms’ acquisition attempt, Bitfarms has demonstrated its unwavering commitment to safeguarding the company’s value and the interests of its shareholders. In the face of Riot Platforms’ unsolicited acquisition offer, Bitfarms has taken decisive steps to ensure that the company can continue to grow independently and explore strategic options that are in the best interests of all shareholders.
This move not only protects the company from potential hostile takeovers, but also reflects respect and protection for shareholder rights. Over time, the market and regulators will pay close attention to how Bitfarms uses this valuable time to make strategic decisions that best serve its long-term development and shareholder interests.
