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Bitcoin miner Bitfarms has decided to adopt a “poison pill” strategy to thwart a potential takeover from rival Riot Platforms. This strategy is a defense mechanism against an unwanted takeover, aiming to make the company less attractive and dilute the ownership of the takeover target.
In recent weeks, Riot Platforms has amassed a 12% stake in Bitfarms, aiming to create one of the world’s largest bitcoin miners. According to Reuters, under Bitfarms’ plan, if an entity accumulates more than a 15% stake in Bitfarms after June 20 and until September 10, the company will issue new shares and dilute that entity’s stake. After September 10, this threshold will be relaxed to 20% if certain conditions are met.
Bitfarms stated that this plan, approved by the board, was “to protect the integrity of our previously announced strategic alternatives review process and is in the best interest of shareholders.” A “poison pill,” also known as a shareholder rights plan, is a company’s defense mechanism against an undesirable takeover and attempts to make the company less attractive or monitor the ownership of the takeover target.
Bitfarms rejected a nearly $1 billion takeover offer from Riot Platforms in April. Riot wanted to buy Bitfarms’ existing shares at $2.30 per share, representing a one-month weighted average premium of 24% per share. Bitfarms stated that this offer underestimates the value of the company.
On May 28, Riot purchased a 9.25% stake in Bitfarms, becoming the company’s largest shareholder. Riot purchased an additional 1.5 million shares on June 5, increasing its stake to approximately 12%. Riot plans to call a special meeting of shareholders to add new, independent directors to Bitfarms’ board of directors.
On May 13, Bitfarms fired former CEO Geoffrey Morphy after he filed a $27 million lawsuit for breach of contract, wrongful termination, and aggravated and punitive damages.
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