On May 28, 2024, Riot Platforms, Inc., a Nevada-based Bitcoin mining and digital infrastructure company, publicly announced a proposal to acquire all outstanding shares of Bitfarms Ltd. at a price of US$2.30 per share. The proposal, which is non-binding and subject to customary conditions, would result in Bitfarms' shareholders owning up to approximately 17% of the combined company. Riot Platforms, which trades under the symbol RIOT on the Nasdaq Capital Market, has already acquired a 9.25% stake in Bitfarms, making it the largest shareholder. The offer represents a 24% premium over Bitfarms' one-month volume-weighted average price as of May 24, 2024, and a 20% premium over the share price on April 19, 2024. Riot's proposal was initially made privately to Bitfarms' board on April 22, 2024, but...Show More

On May 28, 2024, Riot Platforms, Inc., a Nevada-based Bitcoin mining and digital infrastructure company, publicly announced a proposal to acquire all outstanding shares of Bitfarms Ltd. at a price of US$2.30 per share. The proposal, which is non-binding and subject to customary conditions, would result in Bitfarms' shareholders owning up to approximately 17% of the combined company. Riot Platforms, which trades under the symbol RIOT on the Nasdaq Capital Market, has already acquired a 9.25% stake in Bitfarms, making it the largest shareholder. The offer represents a 24% premium over Bitfarms' one-month volume-weighted average price as of May 24, 2024, and a 20% premium over the share price on April 19, 2024. Riot's proposal was initially made privately to Bitfarms' board on April 22, 2024, but was rejected without substantive dialogue. Riot intends to requisition a Special Meeting of Bitfarms' shareholders to add new independent directors to the Bitfarms board following Bitfarms' Annual General and Special Meeting scheduled for May 31, 2024. The proposed combination aims to create the world's largest publicly listed Bitcoin miner, with significant operational and financial synergies expected. Riot Platforms has a strong financial profile, with over US$700 million in cash and 8,872 unencumbered Bitcoin as of April 30, 2024. The transaction is not subject to a financing condition nor requires a Riot shareholder vote. However, there is no assurance that a definitive offer will be made or that any transaction will be consummated. Riot has engaged Citi as its financial advisor and has legal counsel from Paul, Weiss, Rifkind, Wharton & Garrison LLP and Davies Ward Phillips & Vineberg LLP for the proposed transaction.