Riot Announces that Ontario Capital Markets Tribunal Has Terminated Bitfarms’ Poison Pill

Rhea-AI Summary

Riot Platforms, Inc. (NASDAQ: RIOT) has successfully challenged Bitfarms 's (NASDAQ/TSX: BITF) shareholder rights plan, commonly known as a 'Poison Pill'. The Ontario Capital Markets Tribunal has cease traded the Poison Pill, effectively terminating it immediately. This decision is viewed as a significant victory for shareholder rights.

Riot's CEO, Jason Les, criticized Bitfarms' corporate governance, stating that the Poison Pill adoption was an attempt by Bitfarms' directors to entrench themselves. Riot continues to advocate for the election of its three independent director nominees - John Delaney, Amy Freedman, and Ralph Goehring - at Bitfarms' upcoming Special Meeting of Shareholders on October 29, 2024. Riot believes these nominees will bring fresh perspectives and help repair Bitfarms' governance issues.

Positive

• Successful challenge of Bitfarms' Poison Pill, potentially increasing shareholder value
• Tribunal's decision supports Riot's position on shareholder rights
• Opportunity to influence Bitfarms' board composition with independent nominees

Negative

• Ongoing corporate governance dispute with Bitfarms may lead to increased legal and administrative costs
• Uncertainty around the outcome of the upcoming Special Meeting of Shareholders

Legal Expert

<p>The Ontario Capital Markets Tribunal's decision to cease trade Bitfarms' shareholder rights plan, commonly known as a "poison pill," marks a <b>significant legal development</b> in the ongoing corporate governance dispute between Riot Platforms and Bitfarms.</p><p>This ruling effectively <b>terminates the poison pill</b>, which was designed with a 15% ownership trigger. Such defensive measures are typically implemented to protect companies from hostile takeovers by diluting the potential acquirer's stake. The Tribunal's decision to invalidate this measure suggests they found it <b>overly restrictive</b> and potentially harmful to shareholder interests.</p><p>From a legal standpoint, this ruling underscores the delicate balance between a board's duty to protect the company and shareholders' rights. It <b>sets a precedent</b> that could influence future corporate governance practices in the Canadian market, particularly regarding the implementation of defensive tactics.</p><p>The decision also highlights the <b>importance of proper corporate governance</b> and the potential legal consequences of actions perceived as entrenching management at the expense of shareholder value. This could have broader implications for how boards approach shareholder rights and corporate defense strategies in the future.</p>

Corporate Governance Analyst

<p>The Tribunal's decision to invalidate Bitfarms' poison pill represents a <b>pivotal moment in corporate governance</b>. This move significantly alters the power dynamics between Bitfarms' management and its shareholders, particularly Riot Platforms.</p><p>The <b>15% trigger threshold</b> in the now-defunct poison pill was notably low, potentially hindering legitimate shareholder activism and limiting the ability of large investors to increase their stakes. Its removal opens the door for more substantial ownership positions and could facilitate a more robust market for corporate control.</p><p>Riot's success in this application <b>empowers minority shareholders</b> and reinforces the principle that boards must act in the best interests of all shareholders, not just in self-preservation. This aligns with global trends towards greater board accountability and shareholder rights.</p><p>The upcoming Special Meeting on October 29, 2024, now takes on <b>heightened significance</b>. The proposed nomination of three independent directors by Riot could lead to a substantial shift in Bitfarms' governance structure. If elected, these nominees could bring fresh perspectives and potentially <b>improve oversight and strategic direction</b>, addressing what Riot describes as "broken corporate governance."</p><p>This case serves as a <b>stark reminder</b> to public company boards that defensive measures must be carefully considered and proportionate to genuine threats, lest they face regulatory intervention.</p>

Ontario Capital Markets Tribunal Has Cease Traded Bitfarms’ Poison Pill Effective Immediately

Ruling Represents a Significant Victory for Shareholder Rights

CASTLE ROCK, Colo.--(BUSINESS WIRE)-- Riot Platforms, Inc. (NASDAQ: RIOT) (“Riot”) today announced that it was successful in its application to the Ontario Capital Markets Tribunal (the “Tribunal”) to cease trade the June 10, 2024 shareholder rights plan (the “Poison Pill”) implemented by the Board of Directors of Bitfarms Ltd. (NASDAQ/TSX: BITF) (“Bitfarms”) (the “Bitfarms Board”). The cease trade order terminates Bitfarms’ Poison Pill – which contemplated a 15% trigger – effective immediately.

Jason Les, Chief Executive Officer of Riot, stated:

“This ruling from the Tribunal in favor of Riot’s application is a win for all Bitfarms shareholders. 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. We appreciate that the Tribunal acted quickly and decisively to remove the Poison Pill.

We continue to believe that our three director nominees – John Delaney, Amy Freedman and Ralph Goehring (the “Nominees”) – must be elected to the Bitfarms Board at the 2024 Special Meeting of Shareholders (the “Special Meeting”) scheduled for October 29, 2024 in order to repair Bitfarms’ poor corporate governance. These Nominees are fully independent of Riot and Bitfarms, are highly qualified and will bring much-needed fresh perspectives into the boardroom. We look forward to communicating further with shareholders in the coming weeks and months.”

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About Riot Platforms, Inc.

Riot’s (NASDAQ: RIOT) vision is to be the world’s leading Bitcoin-driven infrastructure platform. Our mission is to positively impact the sectors, networks and communities that we touch. We believe that the combination of an innovative spirit and strong community partnership allows Riot to achieve best-in-class execution and create successful outcomes.

Riot, a Nevada corporation, is a Bitcoin mining and digital infrastructure company focused on a vertically integrated strategy. Riot has Bitcoin mining operations in central Texas and electrical switchgear engineering and fabrication operations in Denver, Colorado.

For more information, visit www.riotplatforms.com.

Cautionary Note Regarding Forward Looking Statements

Statements contained herein that are not historical facts constitute “forward-looking statements” and “forward-looking information” (together, “forward-looking statements”) within the meaning of applicable U.S. and Canadian securities laws that reflect management’s current expectations, assumptions, and estimates of future events, performance and economic conditions. Such forward-looking statements rely on the safe harbor provisions of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 and the safe harbor provisions of applicable Canadian securities laws. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words and phrases such as “anticipate,” “believe,” “combined company,” “create,” “drive,” “expect,” “forecast,” “future,” “growth,” “intend,” “hope,” “opportunity,” “plan,” “potential,” “proposal,” “synergies,” “unlock,” “upside,” “will,” “would,” and similar words and phrases are intended to identify forward-looking statements. These forward-looking statements may include, but are not limited to, statements concerning: uncertainties as to whether Bitfarms will enter into discussions with Riot regarding a proposed combination of Riot and Bitfarms; the outcome of any such discussions, including the terms and conditions of any such potential combination; the future performance, liquidity and financial position of the combined company, and its ability to achieve expected synergies; and uncertainties as to timing of the Special Meeting or the outcome. Such forward-looking statements are not guarantees of future performance or actual results, and readers should not place undue reliance on any forward-looking statement as actual results may differ materially and adversely from forward-looking statements. Detailed information regarding the factors identified by the management of Riot, which they believe may cause actual results to differ materially from those expressed or implied by such forward-looking statements in this press release, may be found in Riot’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including the risks, uncertainties and other factors discussed under the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” of Riot’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on February 23, 2024, and the other filings Riot has made or will make with the SEC after such date, copies of which may be obtained from the SEC’s website at www.sec.gov. All forward-looking statements contained herein are made only as of the date hereof, and Riot disclaims any intention or obligation to update or revise any such forward-looking statements to reflect events or circumstances that subsequently occur, or of which Riot hereafter becomes aware, except as required by applicable law.

Information in Support of Public Broadcast Exemption under Canadian Law

The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favour of the Nominees or in respect of any other matter to be acted upon at the Special Meeting. In connection with the Special Meeting, Riot intends to file a dissident information circular in due course in compliance with applicable corporate and securities laws. Notwithstanding the foregoing, Riot has voluntarily provided in, or incorporated by reference into, this press release the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”) and has filed a document (the “Document”) containing disclosure prescribed by applicable corporate law and disclosure required under section 9.2(6) of NI 51-102 in respect of the Nominees, in accordance with corporate and securities laws applicable to public broadcast solicitations. The Document is hereby incorporated by reference into this press release and is available under the Company’s profile on SEDAR+ at www.sedarplus.ca. The registered office of the Company is 110 Yonge Street, Suite 1601, Toronto, ON M5C 1T4 Canada.

Neither Riot nor any director or officer of Riot is requesting that Company shareholders submit a proxy at this time. Once formal solicitation of proxies in connection with the Special Meeting has commenced, proxies may be revoked by a registered holder of Company shares: (a) by completing and signing a valid proxy bearing a later date and returning it in accordance with the instructions contained in the accompanying form of proxy; (b) by depositing an instrument in writing that is signed by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature; (c) by transmitting by telephonic or electronic means a revocation that is signed by electronic signature in accordance with applicable law, as the case may be: (i) at the registered office of the Company at any time up to and including the last business day preceding the day the Special Meeting or any adjournment or postponement of the Special Meeting is to be held, or (ii) with the chair of the Special Meeting on the day of the Special Meeting or any adjournment or postponement of the Special Meeting; or (d) in any other manner permitted by law. In addition, proxies may be revoked by a non-registered holder of Company shares at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

This press release and any solicitation made by Riot in advance of the Special Meeting is, or will be, as applicable, made by Riot, and not by or on behalf of the management of the Company. Proxies may be solicited by proxy circular, mail, telephone, email or other electronic means, as well as by newspaper or other media advertising and in person by managers, directors, officers and employees of Riot who will not be specifically remunerated therefor. In addition, Riot may solicit proxies by way of public broadcast, including press release, speech or publication and any other manner permitted under applicable Canadian laws, and may engage the services of one or more agents and authorize other persons to assist it in soliciting proxies on their behalf.

Riot has entered into agreements with Okapi Partners LLC (“Okapi”) and Shorecrest Group Ltd. (“Shorecrest”) in connection with solicitation and advisory services in respect of the requisitioned meeting, for which Okapi will receive a fee not to exceed US$1,200,000 and Shorecrest will receive a fee not to exceed US$110,000, in each case together with reimbursement for reasonable and out-of-pocket expenses, and under which each of Okapi and Shorecrest will be indemnified against certain liabilities and expenses, including certain liabilities under securities laws.

The costs incurred in the preparation and mailing of any circular or proxy solicitation by Riot will be borne directly and indirectly by Riot. In the event any of the Nominees are elected or appointed to the Bitfarms Board, Riot intends to seek reimbursement from Bitfarms of all expenses it incurs in connection with the solicitation of proxies for the election of the Nominees at the Special Meeting.

None of Riot, any director or officer of Riot nor any associate or affiliate of the foregoing (i) has any material interest, direct or indirect, by way of beneficial ownership of securities of the Company or otherwise, in any matter to be acted upon at the Special Meeting, other than the election of directors, or (ii) has or has had any material interest, direct or indirect, in any transaction since the beginning of the Company’s last completed financial year or, other than the proposal submitted by Riot to Bitfarms on April 22, 2024 and referred to in Riot’s press release dated May 28, 2024 (which proposal has since been withdrawn by Riot), in any proposed transaction that has materially affected or will materially affect the Company or any of the Company’s affiliates.

No Offer to Purchase or Sell Securities

This press release is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer, or an intention to offer, to subscribe for or buy or an invitation to purchase or subscribe for any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Such an offer to purchase securities would only be made pursuant to a registration statement, prospectus, tender offer, takeover bid circular, management information circular or other regulatory filing filed by Riot with the SEC and available at www.sec.gov or filed with applicable Canadian securities regulatory authorities on SEDAR+ and available at www.sedarplus.ca.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240724133364/en/

Investor Contacts:

Phil McPherson

303-794-2000 ext. 110

IR@Riot.Inc



Okapi Partners

Bruce Goldfarb / Chuck Garske, (877) 285-5990

info@okapipartners.com



Shorecrest Group

1-888-637-5789 (North American Toll-Free)

contact@shorecrestgroup.com



Media Contact:

Longacre Square Partners

Joe Germani / Dan Zacchei

jgermani@longacresquare.com / dzacchei@longacresquare.com

Source: Riot Platforms, Inc.

FAQ

What was the Ontario Capital Markets Tribunal's decision regarding Bitfarms' Poison Pill?

The Ontario Capital Markets Tribunal cease traded Bitfarms' Poison Pill, effectively terminating it immediately. This decision was in response to an application by Riot Platforms, Inc. (NASDAQ: RIOT).

When is Bitfarms' Special Meeting of Shareholders scheduled?

Bitfarms' Special Meeting of Shareholders is scheduled for October 29, 2024.

Who are Riot's proposed independent director nominees for Bitfarms' board?

Riot's proposed independent director nominees for Bitfarms' board are John Delaney, Amy Freedman, and Ralph Goehring.

What was the trigger percentage for Bitfarms' terminated Poison Pill?

The terminated Poison Pill implemented by Bitfarms contemplated a 15% trigger.