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Bitcoin mining giant Riot Platforms provided an investor update on Tuesday concerning its effort to take over Bitfarms, a smaller Canadian rival that’s been resisting the former’s attempted hostile takeover.
Riot offered its views on recent shakeups with Bitfarms’ board of directors, including the resignations of co-founders Emiliano Grodzki and Nicolas Bonta in recent months, whom Riot had previously targeted for replacement.
“While these changes represent a step in the right direction, they have been reactive and insufficient to address Bitfarms’ broken governance,” Riot wrote in a Tuesday open letter to other Bitfarms shareholders. “These actions followed Riot’s sustained public pressure and would not have occurred had Riot not challenged the entrenchment of the Bitfarms board.”
Riot previously revealed that it privately offered to acquire Bitfarms for $2.30 per share in April, but Bitfarms quickly rejected the offer, believing it significantly undervalued their company.
Riot responded by accusing the board of not acting in the best interests of all shareholders and began its campaign to replace Bitfarms leadership with “independent” nominees chosen by Riot. It has also been gobbling up shares in the Canadian miner, now possessing an intimidating 19.9% stake in the firm.
On October 29, Bitfarms’ shareholders are scheduled to vote on whether to install Riot’s nominees. Given the progress made so far, Riot has reduced its proposed slate of new directors from three to two: Amy Freedman and John Delaney, ideally replacing existing directors, including co-founder Andres Finkielsztain and Fanny Philip.
Riot also called out “the concerning Stronghold acquisition announcement,” saying that the timing was “troubling.” Analysts said the plan to acquire rival Stronghold Digital for $175 million, as announced last month, would boost Bitfarms negotiating position by strengthening its valuation before Riot’s next offer—which has yet to materialize.
“Shareholders should seriously question the timing of Bitfarms’ announcement of its agreement to acquire Stronghold,” said Riot. The purchase price, the letter said, represented a 100% premium to Stronghold’s market valuation at the time and was seemingly more expensive than shareholders needed to endure.
“Based on the transaction terms, the Stronghold acquisition appears to be yet another action designed to entrench the Bitfarms board,” Riot said.
Riot concluded by demanding that Bitfarms not enter into any financing transaction before the October meeting that will dilute Bitfarms shareholders any further.
“If the Bitfarms Board insists on taking any such action to further entrench itself at the expense of shareholders, Riot will not hesitate to hold the incumbent directors personally accountable,” the firm wrote.