Riot nominates directors for Bitfarms board as part of takeover saga

Colorado-based miner is still “completely committed to pursuing a transaction” with its Canadian competitor after deal rejection

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Konstantin Yolshin/Shutterstock modified by Blockworks

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Riot Platforms has officially called for a meeting of Bitfarms shareholders in a bid to replace board directors and continue its apparent push to take over the company. 

Shareholders will be able to vote on the removal of CEO Nicolas Bonta and director Andrés Finkielsztain at the upcoming meeting, Riot said in a Monday news release.

Those individuals are responsible for “poor corporate governance practices and consistent inability to realize Bitfarms’ full potential,” the company claimed in a statement. 

A Bitfarms spokesperson did not immediately return a request for comment Monday. 

Read more: Riot reveals bid to buy Bitfarms, following CEO ouster

Riot nominated two independent board members to replace Bonta and Finkielsztain — as well as a third to fill a seat formerly held by co-founder Emiliano Grodzki, who was voted off the board earlier this month.

Those nominees include John Delaney, president of Flagler College and the former mayor of Jacksonville; Amy Freedman, an adviser to Ewing Morris and Co. Investment Partners and Longacre Square Partners; and Ralph Goehring, a consultant and former chief financial officer of Global Clean Energy Holdings.

Bitfarms has 21 days to schedule the meeting, according to Riot.

The move comes after Riot sought to buy Bitfarms in April as part of a deal Bitfarms ultimately rejected. Riot is Bitfarms’ largest shareholder, growing its stake to roughly 14.9% in recent weeks.

Read more: Miner tensions rise as Riot now owns 14% of Bitfarms shares 

Riot previously accused Bitfarms of not engaging in “substantive dialogue” regarding its offer to buy the company. It has also criticized the miner’s leadership since ousting Geoffrey Morphy from the CEO post after Morphy filed a statement of claim against Bitfarms in the Superior Court of Ontario.

A Bitfarms representative told Blockworks last week that while it has invited Riot to participate in its “strategic alternatives review process,” the company has declined to do so. 

Riot has instead “continued acquiring common shares of the company in an attempt to undermine the integrity of the process and harm the interests of other Bitfarms shareholders,” the company spokesperson added.

Good-faith negotiations “will not be possible” until there are board changes made, Riot Platforms noted in the Monday news release.

“Riot continues to believe that a combination of Bitfarms and Riot will create the premier and largest publicly listed bitcoin miner globally, with geographically diversified operations well-positioned for long-term growth,” the company added. “Riot remains completely committed to pursuing a transaction with Bitfarms.”


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