Bitcoin miner Bitfarms announced that its Board of Directors has unanimously approved a shareholder rights plan — effective immediately — to preserve the integrity of its strategic alternatives review process.
The plan, also known as a “poison pill,” is designed to prevent any party from gaining control of Bitfarms without providing fair value to all shareholders.
The move comes after Bitfarms rejected Riot Platforms‘ unsolicited takeover bid, which offered to acquire the miner for $950 million.
“Poison pill”
Under the Rights Plan, one right will be issued for each common share outstanding as of June 20. These rights will become exercisable if any person or entity acquires 15% or more of Bitfarms’ outstanding common shares without complying with the plan’s “Permitted Bid” provisions.
Permitted Bids must be made to all shareholders, remain open for 105 days, and meet other specific conditions. The Rights Plan is effective immediately but requires shareholder ratification within six months.
Bitfarms also announced that it has been notified by the Toronto Stock Exchange (TSX) that the TSX will defer its consideration of the Rights Plan until it is satisfied that the appropriate securities commission will not intervene
A deferral of the TSX’s acceptance of the Rights Plan does not affect its adoption or operation. Unless terminated earlier, the Rights Plan will remain operative and effective for a minimum of six months from June 10, the date of adoption.
Unsolicited takeover bid
The move comes in response to Riot Platforms’ — which now holds an 11.62% stake in Bitfarms —unsolicited proposal to acquire all outstanding shares.
Riot initially made the offer to acquire Bitfarms on April 22, when it held 3.61% of the company’s voting shares. The company said its offer was prompted by a belief that the board was not acting in the best interest of shareholders.
After evaluating the proposal, Bitfarms’ Special Committee of independent directors concluded that Riot’s offer significantly undervalued the company.
Despite welcoming Riot’s interest and agreeing to a standstill term, Riot continued to purchase shares, increasing its stake by an additional 8.01%.
The Special Committee believes the adoption of the Rights Plan is crucial to ensuring Bitfarms’ Board has sufficient time to explore and negotiate alternatives that could deliver the best value for shareholders.
The plan aims to protect the strategic review process from being disrupted by further share accumulation by Riot, particularly beyond a 15% threshold in the short term.
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