Bitfarms Issues Statement to Address Misleading Claims from Riot
Bitfarms (NASDAQ/TSX: BITF) has issued a statement addressing misleading claims from Riot Platforms, Inc. regarding an upcoming special meeting. Bitfarms asserts that Riot's actions are aimed at acquiring Bitfarms at a discounted price, benefiting Riot shareholders rather than Bitfarms'. The company emphasizes that recent Board and leadership changes were made independently to enhance shareholder value.
Bitfarms highlights its proposed acquisition of Stronghold, which aligns with its strategy to diversify power access and rebalance its energy portfolio towards the U.S. This transaction could add up to 307 MW of power capacity, potentially increasing Bitfarms' energy portfolio to over 950 MW, with nearly 50% in the U.S., by year-end 2025. The company remains committed to delivering exceptional value to shareholders in both the near and long term.
Bitfarms (NASDAQ/TSX: BITF) ha emesso un comunicato riguardante le affermazioni fuorvianti della Riot Platforms, Inc. riguardo a un prossimo incontro straordinario. Bitfarms sostiene che le azioni di Riot sono mirate a acquisire Bitfarms a un prezzo scontato, a beneficio degli azionisti di Riot piuttosto che di quelli di Bitfarms. L'azienda sottolinea che i recenti cambiamenti nel Consiglio e nella dirigenza sono stati effettuati in modo indipendente per migliorare il valore per gli azionisti.
Bitfarms evidenzia la sua proposta di acquisizione di Stronghold, che si allinea con la sua strategia di diversificare l'accesso all'energia e riequilibrare il suo portafoglio energetico verso gli Stati Uniti. Questa transazione potrebbe aggiungere fino a 307 MW di capacità energetica, aumentando potenzialmente il portafoglio energetico di Bitfarms a oltre 950 MW, con quasi il 50% negli Stati Uniti, entro la fine del 2025. L'azienda rimane impegnata a fornire valore eccezionale agli azionisti sia nel breve che nel lungo termine.
Bitfarms (NASDAQ/TSX: BITF) ha emitido un comunicado abordando las afirmaciones engañosas de Riot Platforms, Inc. en relación a una próxima reunión especial. Bitfarms afirma que las acciones de Riot están destinadas a adquirir Bitfarms a un precio descontado, beneficiando a los accionistas de Riot en lugar de a los de Bitfarms. La empresa enfatiza que los recientes cambios en la Junta y en el liderazgo se realizaron de manera independiente para mejorar el valor para los accionistas.
Bitfarms destaca su propuesta de adquisición de Stronghold, que se alinea con su estrategia de diversificar el acceso a la energía y reequilibrar su cartera energética hacia EE. UU. Esta transacción podría añadir hasta 307 MW de capacidad energética, aumentando potencialmente la cartera energética de Bitfarms a más de 950 MW, con casi el 50% en EE. UU., para finales de 2025. La empresa sigue comprometida a ofrecer un valor excepcional a los accionistas tanto a corto como a largo plazo.
Bitfarms (NASDAQ/TSX: BITF)는 Riot Platforms, Inc.의 향후 특별 회의와 관련된 오해의 소지가 있는 주장에 대해 성명을 발표했습니다. Bitfarms는 Riot의 행동이 Bitfarms를 할인된 가격에 인수하려는 목적이라고 주장하며, 이는 Bitfarms의 주주보다는 Riot 주주에게 유리한 것입니다. 회사는 최근 이사회 및 경영진의 변화가 주주 가치를 향상시키기 위해 독립적으로 이루어졌다고 강조합니다.
Bitfarms는 Stronghold 인수 제안을 강조하며, 이는 전력 접근을 다양화하고 에너지 포트폴리오를 미국 쪽으로 재조정하려는 전략에 부합합니다. 이 거래는 최대 307 MW의 전력 용량을 추가할 수 있으며, 2025년 말까지 Bitfarms의 에너지 포트폴리오를 950 MW 이상으로 늘릴 수 있으며, 이 중 거의 50%가 미국에 해당합니다. 회사는 단기 및 장기 모두에서 주주에게 탁월한 가치를 제공하는 데 전념하고 있습니다.
Bitfarms (NASDAQ/TSX: BITF) a publié une déclaration concernant les affirmations trompeuses de Riot Platforms, Inc. au sujet d'une prochaine assemblée générale extraordinaire. Bitfarms soutient que les actions de Riot visent à acquérir Bitfarms à un prix réduit, profitant ainsi aux actionnaires de Riot plutôt qu'à ceux de Bitfarms. La société souligne que les récents changements au sein du Conseil et de la direction ont été effectués de manière indépendante pour augmenter la valeur pour les actionnaires.
Bitfarms met en avant sa proposition d'acquisition de Stronghold, qui est en adéquation avec sa stratégie visant à diversifier l'accès à l'énergie et à rééquilibrer son portefeuille énergétique vers les États-Unis. Cette transaction pourrait ajouter jusqu'à 307 MW de capacité énergétique, potentiellement augmentant le portefeuille énergétique de Bitfarms à plus de 950 MW, avec près de 50 % aux États-Unis, d'ici la fin 2025. L'entreprise reste engagée à offrir une valeur exceptionnelle à ses actionnaires tant à court qu'à long terme.
Bitfarms (NASDAQ/TSX: BITF) hat eine Erklärung veröffentlicht, in der irreführende Behauptungen von Riot Platforms, Inc. bezüglich einer bevorstehenden außerordentlichen Sitzung angesprochen werden. Bitfarms ist der Meinung, dass die Aktionen von Riot darauf abzielen, Bitfarms zu einem ermäßigten Preis zu erwerben, was den Riot-Aktionären zugutekommt statt den Aktionären von Bitfarms. Das Unternehmen betont, dass die jüngsten Änderungen im Vorstand und in der Führung unabhängig vorgenommen wurden, um den Wert für die Aktionäre zu steigern.
Bitfarms hebt seine geplante Übernahme von Stronghold hervor, die mit seiner Strategie übereinstimmt, den Zugang zu Energie zu diversifizieren und sein Energieportfolio auf die USA auszurichten. Diese Transaktion könnte bis zu 307 MW an Leistungskapazität hinzufügen und könnte das Energieportfolio von Bitfarms bis Ende 2025 auf über 950 MW erhöhen, wobei nahezu 50 % in den USA liegen. Das Unternehmen bleibt bestrebt, den Aktionären sowohl kurz- als auch langfristig außergewöhnlichen Wert zu bieten.
- Proposed acquisition of Stronghold could add up to 307 MW of power capacity
- Potential increase in energy portfolio to over 950 MW by year-end 2025
- Strategy to diversify power access and rebalance energy portfolio towards the U.S.
- Facing acquisition attempt by Riot Platforms at a potentially discounted price
- Public attacks and actions from Riot potentially harming Bitfarms shareholders' interests
The statement from Bitfarms addresses several key points that could impact investor sentiment. Firstly, the company's rejection of Riot's acquisition attempt suggests confidence in its standalone value. The proposed acquisition of Stronghold is particularly noteworthy, potentially adding 307 MW of power capacity and increasing Bitfarms' total energy portfolio to over 950 MW. This expansion, with nearly 50% in the U.S., could significantly enhance Bitfarms' market position and operational efficiency.
However, investors should be cautious. The ongoing dispute with Riot and the need for a special meeting indicate corporate governance challenges. The lack of specific financial figures or timelines for the Stronghold acquisition adds uncertainty. While the expansion plans are ambitious, their execution and impact on profitability remain to be seen.
The statement reveals a complex legal landscape for Bitfarms. The company's reference to Riot's "misleading claims" and "public attacks" suggests potential legal tensions. Bitfarms' emphasis on acting "independently of Riot" in its board changes could be a preemptive defense against accusations of improper influence.
The mention of a "standard non-disclosure agreement" that Riot refused to enter indicates attempts at formal negotiations. This could be relevant in any future legal disputes. Investors should note that the ongoing conflict and potential for a proxy fight at the special meeting might lead to increased legal expenses and management distraction. The outcome of this corporate governance dispute could have significant implications for Bitfarms' future direction and shareholder value.
Bitfarms' focus on its "proprietary data analytics system" highlights the company's technological edge in the Bitcoin mining industry. The planned integration of this system with Stronghold's operations suggests potential for increased efficiency and optimization in the combined entity's mining operations.
The strategic shift towards diversifying power access and rebalancing towards the U.S. aligns with industry trends of seeking stable and cost-effective energy sources. This move could enhance Bitfarms' competitiveness, especially considering the volatility in energy markets. However, the success of this strategy will depend on the company's ability to effectively integrate and optimize the new power capacity. Investors should monitor how quickly Bitfarms can translate this expanded capacity into improved mining performance and financial results.
- Reiterates Commitment to Value Creation -
This news release constitutes a “designated news release” for the purposes of the Company’s prospectus supplement dated March 8, 2024, to its short form base shelf prospectus dated November 10, 2023.
TORONTO, Ontario and BROSSARD, Québec, Sept. 04, 2024 (GLOBE NEWSWIRE) -- Bitfarms Ltd. (NASDAQ/TSX: BITF), a global leader in vertically integrated Bitcoin data center operations, today issued the following statement in response to the amended requisition proposal and associated misleading claims made by Riot Platforms, Inc. (“Riot”).
“The upcoming special meeting is not about corporate governance, as Riot has repeatedly positioned it to be, but rather about Riot attempting to acquire Bitfarms at a discounted price for the benefit of Riot shareholders, not Bitfarms shareholders. Riot has declined to engage with us constructively – including by refusing to enter into a standard non-disclosure agreement with Bitfarms or put forth a revised proposal for our consideration – and has instead taken to public attacks and actions to harm the interests of other Bitfarms shareholders.
The recent Board and leadership changes that Bitfarms has implemented were made independently of Riot, on behalf of all of our shareholders, to ensure the right team is in place to enhance shareholder value at Bitfarms, not for Riot’s benefit and approval. The Bitfarms team is best-in-class, comprising the right mix of skills and experience to effectively oversee the Company’s strategic plan. On the contrary, it is not clear how Riot’s nominees could enhance the Board.
Our recent proposed acquisition of Stronghold is consistent with our strategy to diversify our access to power and also rebalances our energy portfolio towards the U.S. Through this transaction, we will leverage our operational expertise and proprietary data analytics system to build on Stronghold’s capabilities and further optimize its sites to advance the combined company’s position in the marketplace. The transaction could add up to 307 MW of power capacity and is expected to put Bitfarms on track to increase its energy portfolio to over 950 MW, with nearly
The Board and management team are focused on the tremendous value-enhancing opportunity this transaction presents for Bitfarms and our shareholders. We remain steadfast in our commitment to delivering exceptional value in the near- and long-term.”
The Board will consider and respond to Riot’s amended requisition proposal in due course. No shareholder action is required at this time.
About Bitfarms Ltd.
Founded in 2017, Bitfarms is a global vertically integrated Bitcoin data center company that contributes its computational power to one or more mining pools from which it receives payment in Bitcoin. Bitfarms develops, owns, and operates vertically integrated mining facilities with in-house management and company-owned electrical engineering, installation service, and multiple onsite technical repair centers. The Company’s proprietary data analytics system delivers best-in-class operational performance and uptime.
Bitfarms currently has 12 operating Bitcoin data centers and two under development situated in four countries: Canada, the United States, Paraguay, and Argentina. Powered predominantly by environmentally friendly hydro-electric and long-term power contracts, Bitfarms is committed to using sustainable and often underutilized energy infrastructure.
To learn more about Bitfarms’ events, developments, and online communities:
www.bitfarms.com
https://www.facebook.com/bitfarms/
https://twitter.com/Bitfarms_io
https://www.instagram.com/bitfarms/
https://www.linkedin.com/company/bitfarms/
Glossary of Terms
- Y/Y or M/M = year over year or month over month
- BTC or BTC/day = Bitcoin or Bitcoin per day
- HPC = High-performance computing
- AI = Artificial intelligence
- EH or EH/s = Exahash or exahash per second
- MW or MWh = Megawatts or megawatt hour
- GW or GWh – Gigawatts or gigawatt hour
- PH or PH/s = Petahash or petahash per second
- TH or TH/s = Terahash or terahash per second
- w/TH = Watts/Terahash efficiency (includes cost of powering supplementary equipment)
- Synthetic HODL™ = the use of instruments that create BTC equivalent exposure
Cautionary Statement
Trading in the securities of the Company should be considered highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange, Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This news release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) that are based on expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and United States securities laws. The statements and information in this release regarding the benefits of recent leadership changes made by the Company and the qualities of those candidates, the merits off the Stronghold acquisition including the Sharon mega-site with access to up to 120 MW and in respect of the letter of intent for a lease to an additional 10 MW site in Sharon (collectively, the “Sharon Acquisitions”), and other statements regarding future growth, plans and objectives of the Company are forward-looking information.
Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “prospects”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information.
This forward-looking information is based on assumptions and estimates of management of each of Bitfarms and Stronghold at the time they were made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of each of Bitfarms and Stronghold to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, risks relating to: receipt of the approval of the shareholders of Stronghold and the Toronto Stock Exchange for the Stronghold acquisition as well as other applicable regulatory approvals; that the Stronghold acquisition may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the parties for a number of reasons including, without limitation, as a result of a failure to satisfy the conditions to closing of the Stronghold acquisition; the letter of intent on the 10 MW is subject to entering into a definitive lease agreement and TSX approval, none of which is assured; the power purchase agreements and economics thereof may not be as advantageous as expected; the inability of Bitfarms to operate the plants as anticipated following consummation of the Sharon Acquisitions; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated, or at all; new miners may not perform up to expectations; revenue may not increase as currently anticipated, or at all; the ongoing ability to successfully mine digital currency is not assured; failure of the equipment upgrades to be installed and operated as planned; the availability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated, or at all; the power purchase agreements and economics thereof may not be as advantageous as expected; potential environmental cost and regulatory penalties due to the operation of the Stronghold plants which entail environmental risk and certain additional risk factors particular to the business of Stronghold including, land reclamation requirements may be burdensome and expensive, changes in tax credits related to coal refuse power generation could have a material adverse effect on the business, financial condition, results of operations and future development efforts, competition in power markets may have a material adverse effect on the results of operations, cash flows and the market value of the assets, the business is subject to substantial energy regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future energy regulations or requirements, the operations are subject to a number of risks arising out of the threat of climate change, and environmental laws, energy transitions policies and initiatives and regulations relating to emissions and coal residue management, which could result in increased operating and capital costs and reduce the extent of business activities, operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on our revenues and results of operations, and there may not have adequate insurance to cover these risks and hazards, employees, contractors, customers and the general public may be exposed to a risk of injury due to the nature of the operations, limited experience with carbon capture programs and initiatives and dependence on third-parties, including consultants, contractors and suppliers to develop and advance carbon capture programs and initiatives, and failure to properly manage these relationships, or the failure of these consultants, contractors and suppliers to perform as expected, could have a material adverse effect on the business, prospects or operations; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; an increase in network difficulty may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the applicable jurisdictions; the inability to maintain reliable and economical sources of power to operate cryptocurrency mining assets; the risks of an increase in electricity costs, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in the jurisdictions in which Bitfarms and Stronghold operate and the potential adverse impact on profitability; future capital needs and the ability to complete current and future financings, including each of Bitfarms’, Stronghold’s or the combined company’s ability to utilize an at-the-market offering program (each, an “ATM Program”) and the prices at which securities may be sold in each such ATM Program, as well as capital market conditions in general; share dilution resulting from an ATM Program and from other equity issuances; volatile securities markets impacting security pricing unrelated to operating performance; the risk that a material weakness in internal control over financial reporting could result in a misstatement of financial position that may lead to a material misstatement of the annual or interim consolidated financial statements if not prevented or detected on a timely basis; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; and the adoption or expansion of any regulation or law that will prevent any of Bitfarms, Stronghold or the combined company from operating its business, or make it more costly to do so. For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (which are also available on the website of the U.S. Securities and Exchange Commission (the “SEC") at www.sec.gov), including the MD&A for the year-ended December 31, 2023, filed on March 7, 2024 and the MD&A for the three and six months ended June 30, 2024 filed on August 8, 2024 and Stronghold’s filings on www.sec.gov, including the Annual Report on Form 10-K for the fiscal year ended 2023, filed on March 8, 2024, the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024, filed on May 8, 2024, the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024, filed on August 14, 2024, and subsequent reports on Forms 10-Q and 8-K. Although each of Bitfarms and Stronghold has attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that are currently unknown to or deemed immaterial by Bitfarms or Stronghold, as applicable. There can be no assurance that such statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on any forward-looking information. Neither Bitfarms nor Stronghold undertakes any obligation to revise or update any forward-looking information other than as required by law.
Additional Information about the Merger and Where to Find It
This communication relates to a proposed merger between Stronghold and Bitfarms. In connection with the proposed merger, Bitfarms intends to file with the SEC a registration statement on Form F-4, which will include a proxy statement of Stronghold that also constitutes a prospectus of Bitfarms. After the registration statement is declared effective, Stronghold will mail the proxy statement/prospectus to its shareholders. This communication is not a substitute for the registration statement, the proxy statement/prospectus or any other relevant documents Bitfarms and Stronghold has filed or will file with the SEC. Investors are urged to read the proxy statement/prospectus (including all amendments and supplements thereto) and other relevant documents filed with the SEC carefully and in their entirety if and when they become available because they will contain important information about the proposed merger and related matters.
Investors may obtain free copies of the registration statement, the proxy statement/prospectus and other relevant documents filed by Bitfarms and Stronghold with the SEC, when they become available, through the website maintained by the SEC at www sec.gov. Copies of the documents may also be obtained for free from Bitfarms by contacting Bitfarms' Investor Relations Department at investors@bitfarms.com and from Stronghold by contacting Stronghold's Investor Relations Department at SDIG@gateway-grp.com.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy, sell or solicit any securities or any proxy, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in Solicitation Relating to the Merger
Bitfarms, Stronghold, their respective directors and certain of their respective executive officers may be deemed to be participants in the solicitation of proxies from Stronghold's shareholders in respect of the proposed merger. Information regarding Bitfarms’ directors and executive officers can be found in Bitfarms’ annual information form for the year ended December 31, 2023, filed on March 7, 2024, as well as its other filings with the SEC. Information regarding Stronghold’s directors and executive officers can be found in Stronghold’s proxy statement for its 2024 annual meeting of stockholders, filed with the SEC on April 29, 2024, and supplemented on June 7, 2024, and in its Form 10-K for the year ended December 31, 2023, filed with the SEC on March 8, 2024. This communication may be deemed to be solicitation material in respect of the proposed merger. Additional information regarding the interests of such potential participants, including their respective interests by security holdings or otherwise, will be set forth in the proxy statement/prospectus and other relevant documents filed with the SEC in connection with the proposed merger if and when they become available. These documents are available free of charge on the SEC’s website and from Bitfarms and Stronghold using the sources indicated above.
Investor Relations Contacts:
Bitfarms
Tracy Krumme
SVP, Head of IR & Corp. Comms.
+1 786-671-5638
tkrumme@bitfarms.com
Innisfree M&A Incorporated
Gabrielle Wolf / Scott Winter
+1 212-750-5833
Laurel Hill Advisory Group
1-877-452-7184
416-304-0211
assistance@laurelhill.com
Media Contacts:
U.S.: Joele Frank, Wilkinson Brimmer Katcher
Dan Katcher or Joseph Sala
+1 212-355-4449
Québec: Tact
Louis-Martin Leclerc
+1 418-693-2425
lmleclerc@tactconseil.ca
FAQ
What is the purpose of Bitfarms' statement regarding Riot Platforms?
How much power capacity could Bitfarms gain from the proposed Stronghold acquisition?
What is Bitfarms' projected energy portfolio capacity by the end of 2025?
How does Bitfarms characterize Riot Platforms' actions regarding the special meeting?
