雅虎香港財經 Riot Seeks Three Bitfarms Board Seats in Bitcoin Miner Takeover Fight
(Bloomberg) -- Riot Platforms Inc. has called for a special meeting of shareholders at Bitfarms Ltd. to vote on three new board nominees as it seeks to take over the rival Bitcoin miner.
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Riot, which has built a nearly 15% stake in Bitfarms, made an unsolicited, $950 million offer to buy the company last month, after the smaller Bitcoin miner rebuffed its takeover approach in April. Riot has withdrawn that $2.30-per-share offer because it believes Bitfarms needs boardroom changes to engage in good-faith negotiations, according to a statement Monday, confirming an earlier Bloomberg News report.
Bitfarms now has 21 days to set a date for the special meeting, in which its shareholders can vote on whether to remove the company’s chairman and interim CEO Nicolas Bonta and incumbent director Andrés Finkielsztain from the board, as well as any individual who fills the vacancy created by the departure of co-founder Emiliano Grodzki. Grodzki was voted off the board at Bitfarms’ most recent annual meeting.
“The bottom line is this: over the course of more than a year of attempting to engage constructively with the Bitfarms board regarding a potential combination of Bitfarms and Riot, it has become evident to Riot that good faith negotiations simply will not be possible until there is real change in the Bitfarms boardroom,” Riot said in the statement.
Riot has nominated three candidates for the Bitfarms board: John Delaney, the former mayor of Jacksonville, Florida; Ralph Goehring, a former energy company chief financial officer; and Amy Freedman, an adviser to Ewing Morris and the former CEO of Kingsdale Advisors, a shareholders services and advisory firm.
A representative for Bitfarms didn’t immediately respond to a request for comment.
Riot has listed a range of corporate governance problems in Bitfarms, including high management turnover. Bitfarms fired interim CEO Geoffrey Morphy last month in the wake of the executive’s lawsuit against the miner claiming $27 million in damages for breach of contract.
Riot this month increased its stake in Bitfarms. That followed the smaller company instituting a so-called poison pill defense to fend off the offer, which it has said significantly undervalues the company and its growth prospects.
Bitfarms, which has said the Riot offer undervalues the company, has started a review of strategic alternatives and received “multiple unsolicited expressions of interest,” according to a statement this month.
The back-and-forth comes as consolidation in the crypto-mining sector ramps up. Large-scale Bitcoin mining companies flush with cash have been trying to accelerate their expansion by acquiring smaller rivals amid thinning profits. An April Bitcoin software update, called “the halving”, has dramatically reduced profit margins for the miners, resulting in about $10 billion in revenue losses a year.
Bitcoin mining is an energy-intensive process in which miners use specialized computers to validate encrypted transactions on the blockchain and earn a fixed amount of the token. The more computing power a miner has, the more likely it will receive the reward, spurring mining companies to scale up.
Riot has one of the world’s largest Bitcoin mining farms in Texas with a total power capacity of 700 megawatts. It is also building another site in the state with as much as one-gigawatt capacity — enough to power 200,000 Texas homes.
(Corrects third paragraph to note that Grodzki departed, not resigned.)
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