On May 28, Bitfarms, a global Bitcoin mining company, confirmed that it had received and rejected an acquisition proposal from Riot Platforms, initially made on April 22, 2024.

Key Details of the Proposal:
- Offer Value: The proposal offered $2.30 per Bitfarms common share, combining cash and Riot common stock.
- Valuation: Riot’s offer valued Bitfarms at approximately $950 million in equity, representing a 24% premium over Bitfarms’ one-month volume-weighted average share price as of May 24, 2024.
- Shareholder Value: Bitfarms shareholders would own up to 17% of the merged entity if the acquisition proceeded.

Special Committee's Evaluation:
- Independent Review: A Special Committee composed solely of independent directors evaluated the proposal.
- Rejection Reason: The committee concluded that the offer significantly undervalued Bitfarms and its future growth prospects. They sought confidentiality and non-solicitation agreements from Riot, which were not received.
- Strategic Alternatives Review: The Special Committee is now reviewing strategic alternatives to maximize shareholder value, including potential business combinations or continuing with the current business plan.

Context and Reactions:
- Management Turmoil: The proposal came amidst internal management changes, including the recent departure and subsequent lawsuit by former CEO Geoffrey Morphy.
- CEO Lawsuit: Morphy sued Bitfarms for breach of contract and wrongful dismissal, demanding $27 million in damages. He was dismissed on May 13, and chairman and co-founder Nicolas Bonta was appointed interim CEO.

Public Disclosure:
- Riot’s Public Statement: After the private rejection, Riot made the proposal public, citing concerns from a lawsuit by the former CEO questioning the commitment of certain directors to shareholder interests.

Bitfarms is now focused on its strategic review to determine the best course of action for its future, whether through a new business strategy or potential mergers, aiming to optimize shareholder value and ensure sustained growth in the Bitcoin mining industry.