A Canadian tribunal has terminated Bitfarm’s attempted “poison pill” strategy, intended to obstruct a takeover attempt from rival mining firm Riot Platforms.
In a July 24 statement, Riot said the Ontario Capital Markets Tribunal issued a cease trade order on Bitfarms’ poison pill plan, terminating the strategy effective immediately.
Bitfarms has been fighting against a $950 million buyout offer from Riot Platforms since June 13, saying it unfairly undervalued the company. The company adopted the poison pill strategy dubbed the “rights plan” in an attempt to thwart the takeover.
A poison pill strategy is often utilized by companies looking to prevent a hostile takeover. Under the strategy, existing shareholders purchase additional shares at steeply discounted prices, diluting the value of the shares for the acquirer.
Under Bitfarm’s now-defunct rights plan, if any entity acquired more than 15% of the company’s outstanding shares before Sept. 10, Bitfarms would issue new shares to other existing shareholders, watering down that entity’s ownership.
“This ruling from the Tribunal in favor of Riot’s application is a win for all Bitfarms shareholders,” said Riot Platforms CEO Jason Les in a statement.
“The adoption of the off-market Poison Pill is yet another example of the broken corporate governance that plagues Bitfarms and of the ongoing attempts by the Bitfarms directors to entrench themselves,” Les added.
Riot said it believes its three director nominees, John Delaney, Amy Freedman, and Ralph Goehring, must be elected to Bitfarm’s Board at the next shareholder meeting, which is currently slated for Oct. 29.
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Meanwhile, Brian Howlett, the lead director of Bitfarms’ board, said the rights plan was put in place to “preserve the integrity” of alternative takeover processes in light of Riot’s attempt to “opportunistically” acquire the company.
“In light of this decision, the Bitfarms Board has adopted the New Rights Plan to ensure the interests of all shareholders are protected,” Howlett added.
Bitfarms operates 12 Bitcoin mining facilities in four countries: Canada, the United States, Paraguay, and Argentina.
In May, Bitfarms announced that its former CEO, Geoffrey Morphy, would step down after filing a lawsuit against the mining firm.
Nicolas Bonta has been acting as the interim president and CEO until the company decides on a replacement for Morphy.
Les called on the board to remove Bonta, claiming he “bears direct responsibility for [Bitfarms’] poor corporate governance practices.”
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