Bitfarms Ltd. - BITF STOCK NEWS

Bitfarms, a globally integrated Bitcoin company, has announced that the Toronto Stock Exchange (TSX) will defer its consideration of the company's tactical shareholder rights plan. The deferral will last until TSX is satisfied that the appropriate securities commission will not intervene and the plan is ratified by shareholders by December 10, 2024. Despite the deferral, the rights plan remains effective for a minimum of six months from its adoption on June 10, 2024, unless terminated earlier. The full rights plan document is available on SEDAR+ and the SEC's websites.

Bitfarms has announced the adoption of a shareholder rights plan, approved unanimously by its Board of Directors. This plan is designed to protect the Strategic Alternatives Review Process, which aims to explore various strategic options for the company. Riot Platforms, a significant shareholder, has made an unsolicited offer to acquire Bitfarms' remaining shares. Bitfarms' Special Committee evaluated the proposal and found it significantly undervalued the company. The plan aims to prevent Riot from acquiring more than 15% of Bitfarms' shares, thereby preserving the company's strategic options.

The Rights Plan becomes effective on June 20, 2024, and includes provisions allowing Riot to make a takeover bid under certain conditions. The plan requires shareholder ratification within six months and is subject to acceptance by the Toronto Stock Exchange. If Riot or any other party attempts to acquire more than the stipulated percentage without complying with the plan, existing shareholders (excluding the acquirer) can purchase shares at a discount. This measure aims to ensure that any takeover bid is made to all shareholders and meets specific conditions, thus protecting shareholder value.

Riot Platforms announces the acquisition of 1,460,278 common shares of Bitfarms , increasing its ownership to 12%. The shares were bought on June 5, 2024, at an average price of US$2.45 per share, totaling approximately US$3.58 million. Prior to this purchase, Riot owned 11.63% of Bitfarms' outstanding shares. Riot now plans to requisition a special meeting to nominate new directors to Bitfarms' board, citing concerns about corporate governance. Riot will continue to review its investment based on various factors, including market conditions and Bitfarms' financial position.

Bitfarms reported that it earned 156 BTC in May 2024 and secured additional 100 MW of hydropower in Paraguay, potentially adding 6 EH/s by 2025. The company's installed hashrate increased to 9.5 EH/s, with 7.5 EH/s currently operational. The corporate energy efficiency improved by 31% Y/Y and 13% M/M to 27 w/TH. Additionally, Bitfarms received a $17 million VAT refund from Quebec, with another $6 million expected soon. May production figures were lower due to reduced block rewards post-halving, temporary curtailment in Argentina, and miner upgrade downtime. The company is on track to achieve 21 EH/s and 21 w/TH by the end of 2024.

Bitfarms, a global Bitcoin mining company, announced the results of its Annual General and Special Meeting of Shareholders held virtually on May 31, 2024.

A total of 149,457,098 shares, representing 39.8% of the company's outstanding shares, were represented at the meeting. Four directors were elected for the ensuing year, and Emiliano Grodzki, a co-founder, was not re-elected.

Shareholders reappointed PricewaterhouseCoopers as auditors and authorized the directors to fix their remuneration. Additionally, the renewal of the company's long-term equity incentive plan was approved. The board is seeking a new candidate to address independence concerns.

Officers of the company include Jeff Gao as Chairman, Interim President & CEO, and Jeffrey Lucas as CFO, among others.

Bitfarms has received an unsolicited proposal from Riot Platforms to acquire 100% of its common shares at $2.30 per share. However, Bitfarms' Special Committee found the offer significantly undervalues the company. The committee, comprising independent directors, has initiated a strategic alternatives review to ensure maximum shareholder value. This review includes potential business combinations, strategic transactions, or continuing with Bitfarms' current business plan.

Bitfarms has also received other unsolicited expressions of interest and is engaging with multiple parties under customary Non-Disclosure Agreements. The company's CEO search remains on track, and Bitfarms is progressing towards its 2024 guidance of 21 EH/s and 21 w/TH, representing a 223% hashrate increase and 40% efficiency improvement. Moelis & Company serves as the financial advisor, with Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP, and McMillan LLP serving as legal advisors.

Riot Platforms announces the acquisition of 3,002,350 common shares of Bitfarms , increasing its ownership to 10% as of May 28, 2024.

The shares were purchased at an average price of $2.19 per share, totaling $6.57 million.

Riot's move follows a non-binding proposal to acquire all outstanding shares of Bitfarms at $2.30 per share, involving a mix of cash and Riot stock.

Riot intends to request a special shareholder meeting to nominate new directors and discuss the proposal.

If successful, the acquisition could result in significant changes, including a shift in control, board reconfiguration, and delisting from major stock exchanges.

Riot Platforms has proposed to acquire Bitfarms for US$2.30 per share, valuing Bitfarms at around US$950 million. This offer includes cash and Riot common stock, giving Bitfarms shareholders a 24% premium over its one-month volume-weighted average price. Riot has already acquired a 9.25% stake in Bitfarms and plans to hold a special meeting to add independent directors to Bitfarms' Board. The proposed merger aims to create the largest publicly listed Bitcoin miner, with significant geographic diversification and a strong financial profile. Riot's financial resources are expected to drive future growth for the combined entity.

Bitfarms reported its Q1 2024 results, revealing a revenue of $50 million, up 9% quarter-over-quarter (QoQ) and 67% year-over-year (YoY). The gross mining margin rose to 59% from 52% in Q4 2023. The company secured an additional 24,000 miners in March, bringing the total to 88,000 for 2024. Bitfarms' current hashrate is 7.0 EH/s, up from 6.5 EH/s at the end of last year, progressing towards a 2024 guidance of 21 EH/s and 21 w/TH.

During this quarter, Bitfarms doubled its power capacity in Paraguay to 200 MW and plans to increase its total managed megawatts by 23% by 2025. The company experienced a net loss of $6 million, an improvement from a $57 million loss in Q4 2023. Adjusted EBITDA increased to $21 million, driven by higher average BTC prices. As of March 31, 2024, Bitfarms had total liquidity of $124 million, including $66 million in cash.

Operating and financial highlights include an operating loss of $24 million and the recovery of $24 million in VAT from Canadian tax authorities. Bitfarms sold 941 BTC at an average price of $52,700, generating $50 million in proceeds in Q1 2024.