Bitcoin miner Riot Platforms has withdrawn its $950 million bid to acquire Bitfarms (NASDAQ: BITF), instead opting to seek three board seats to push for governance reform and facilitate merger talks. Riot Investment Trust, which owns nearly 15% of Bitfarms, believes that the current board's governance is hindering constructive discussions.

Riot has nominated three candidates for the Bitfarms board: John Delaney, former mayor of Jacksonville, Florida; Amy Freedman, former CEO of Kingsdale Advisors; and Ralph Goehring, former CFO in the energy sector. These nominations aim to increase the independence and corporate governance on the Bitfarms board.

Riot has called for a shareholder meeting to discuss governance matters, including the removal of Bitfarms Chairman and Interim CEO Nicolas Bonta and director Andrés Finkielsztain. The company alleges that these individuals and any director appointed after Emiliano Grodzki's recent departure have mishandled governance and failed to unlock Bitfarms' value.

In response, Bitfarms adopted a shareholder rights plan, or 'poison pill,' which would deny any person or entity from purchasing more than 15% of the company without board approval. Riot's CEO Jason Les opposed this plan, stating that it does not meet the commonly observed 20% standard and is legally questionable.

The acquisition attempt is part of a larger trend in the Bitcoin mining industry, which is being shaped by changes in the economic environment after the 2024 Bitcoin Halving event. This event has led to a decline in mining rewards, prompting companies to merge to ensure profitability in the face of reduced mining rewards.