Ontario Capital Market Tribunal vs BitFarms

The Ontario Capital Markets Tribunal has nullified Bitfarms' first "poison pill" measure, which was aimed at blocking a takeover bid by Riot Platforms. This shareholder rights plan, implemented by Bitfarms in early June, was intended to prevent Riot from buying all of Bitfarms' outstanding shares, a move Bitfarms deemed an attempt to disrupt the process and deter other interested parties.

Riot Platforms CEO Jason Les hailed the tribunal's decision as a victory for Bitfarms shareholders, criticizing the poison pill as a symptom of poor corporate governance and an attempt by Bitfarms' directors to maintain their positions.

Following the tribunal's decision, Bitfarms quickly introduced a new "poison pill," termed the "new rights plan." This plan aims to ensure fair treatment of all shareholders in any unsolicited takeover bid and includes protections against "creeping bids," where an acquirer gradually amasses 20% or more of the company's shares through purchases not subject to Canadian takeover bid regulations. This plan will last for six months and allows current shareholders to buy shares at a significant discount, diluting the stake of any acquiring party if a takeover is attempted.

Earlier in April, Riot Platforms had proposed acquiring Bitfarms for $950 million but withdrew the offer, citing an inability to engage with Bitfarms' board regarding a potential merger.

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