Bitfarms and Riot resolve disputes, expand board ahead of key meeting

Bitfarms Ltd. and Riot Platforms Inc. have announced a settlement ahead of Bitfarms’ special shareholder meeting scheduled for Nov. 6, according to a Sept. 23 press release.

The announcement comes after months of tension between the two Bitcoin miners that began with Riot’s hostile takeover bid.

Under the agreement, Riot, Bitfarms’ largest shareholder, will withdraw its prior requisition and endorse an expansion of Bitfarms’ Board of Directors. It will also commit to a standstill agreement through 2026.

Additionally, Andrés Finkielsztain has stepped down from Bitfarms’ board, while Amy Freedman has been appointed a new member. She will also join the Governance, Nominating, and Compensation Committees.

Riot has agreed to vote in favor of expanding the board from five to six members at the special meeting, during which shareholders will also be asked to elect an independent director and ratify Bitfarms’ shareholder rights plan.

The agreement, including Riot’s withdrawal of its requisition, signifies a collaborative effort between the two companies. Riot CEO Jason Les emphasized that the settlement is “a significant step to advance shareholder value creation.”

The agreement will be filed with the US Securities and Exchange Commission and posted on SEDAR.

The settlement comes after months of tension between Bitfarms and Riot, stemming from Riot’s attempt to influence Bitfarms’ Strategic Alternatives Review Process and a takeover attempt.

Riot criticized Bitfarms’ corporate governance and made a non-binding offer to acquire the company, but the latter resisted, accusing Riot of opportunism and attempting to acquire Bitfarms at a discounted rate.

Bitfarms responded by adopting a Shareholder Rights Plan in June, also known as a “poison pill,” to preserve the integrity of its strategic review and prevent Riot from gaining undue influence.

Riot’s aggressive tactics reflect its efforts to expand its presence in the competitive Bitcoin mining industry, but Bitfarms has remained focused on protecting its shareholders and pursuing long-term growth through its review process.

The settlement now marks a step toward resolving these tensions while both companies aim to maximize shareholder value

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