Bitfarms defends pending buy, calls Riot claims ‘misleading’

Riot Platforms is attempting to acquire Bitfarms at a discounted price, the company alleged in a Wednesday statement

article-image

Fatiha and DN/Shutterstock modified by Blockworks

share

Bitfarms defended its pending acquisition of Stronghold Digital Mining on Wednesday, calling recent claims from Riot Platforms “misleading.”

The months-long feud between Bitfarms and Riot was revived Tuesday when the latter company called on Bitfarms to halt all transactions ahead of its October shareholder meeting.

That message — in the form of Riot’s open letter to shareholders — came after Bitfarms last month revealed its proposed buy of Stronghold Digital.  

Read more: Riot criticizes Bitfarms’ acquisition proposal, board changes

Riot, which is Bitfarms’ largest shareholder, criticized the pending $125 million stock-for-stock transaction (with Bitfarms also set to assume $50 million of debt). It noted that the $175 million sum is a more than 100% premium to Stronghold’s closing share price the day before the announcement.  

Though Bitfarms did not specifically defend the amount it plans to pay for Stronghold in a Wednesday statement, the transaction offers a “tremendous value-enhancing opportunity,” the company said.

It added that the deal is set to diversify Bitfarms’ access to power and rebalance its energy portfolio toward the US. In all, the transaction could add about 307 megawatts of power capacity by the end of next year.

Riot tried to buy Bitfarms earlier this year via a so-called “hostile” bid that Bitfarms rejected. Riot now owns a 19.9% stake in Bitfarms.

Read more: A deeper look at Riot’s ‘hostile’ bid to take over Bitfarms

Accusing Bitfarms leadership of “poor corporate governance practices and consistent inability to realize Bitfarms’ full potential,” Riot called a special shareholder meeting that is scheduled for late October. 

“The upcoming special meeting is not about corporate governance, as Riot has repeatedly positioned it to be, but rather about Riot attempting to acquire Bitfarms at a discounted price for the benefit of Riot shareholders, not Bitfarms shareholders,” Bitfarms said.

Riot has also claimed Bitfarms has not been willing to “work constructively” with the company. The latter essentially accused Riot of the same thing, noting it has refused to enter into a non-disclosure agreement with Bitfarms and has not amended its acquisition proposal. 

Next month’s meeting will include a vote on two new potential board directors. Riot nominated Amy Freedman and John Delaney to replace co-founder Andres Finkielsztain and Fanny Philip as board members. 

Bitfarms’ decision to appoint CEO Ben Gagnon to the board last month as company co-founder Nicolas Bonta stepped down was implemented “independently of Riot, on behalf of all of our shareholders,” Bitfarms said Wednesday.  

“The board will consider and respond to Riot’s amended requisition proposal in due course,” the company added. “No shareholder action is required at this time.”


Get the news in your inbox. Explore Blockworks newsletters:

  • Blockworks Daily: The newsletter that helps thousands of investors understand crypto and the markets, by Byron Gilliam.
  • Empire: Start your morning with the top news and analysis to inform your day in crypto.
  • Forward Guidance: Reporting and analysis on the growing intersection of crypto and macroeconomics, policy and finance.
  • 0xResearch: Alpha directly in your inbox. Market highlights, data, degen trade ideas, governance updates, token performance and more.
  • Lightspeed: Built for Solana investors, developers and community members. The latest from one of crypto’s hottest networks.
  • The Drop: For crypto collectors and traders, covering apps, games, memes and more.
  • Supply Shock: Tracking Bitcoin’s rise from internet plaything worth less than a penny to global phenomenon disrupting money as we know it.
Tags

Upcoming Events

Industry City | Brooklyn, NY

TUES - THURS, JUNE 24 - 26, 2025

Permissionless IV serves as the definitive gathering for crypto’s technical founders, developers, and builders to come together and create the future.If you’re ready to shape the future of crypto, Permissionless IV is where it happens.

Old Billingsgate

Mon - Wed, October 13 - 15, 2025

Blockworks’ Digital Asset Summit (DAS) will feature conversations between the builders, allocators, and legislators who will shape the trajectory of the digital asset ecosystem in the US and abroad.

recent research

Research

article-image

Top Committee Democrat Sen. Elizabeth Warren in her opening statement accused Atkins of “helping billionaire CEOs like Sam Bankman-Fried”

article-image

Introducing garbled circuits for enhanced privacy and regulatory compliance

article-image

Ross Ulbricht was a freedom maximalist building freedom tech, powered by Bitcoin

article-image

Solana validators can reap benefits including payments, votes and community clout

article-image

Sponsored

WalletConnect is cementing itself as the essential connectivity layer, ensuring wallets remain the entry point for billions of users

article-image

According to a legal filing, Galaxy Digital helped boost the price of LUNA while quietly selling its tokens