June 12 (Reuters) - Riot Platforms ( RIOT ) said
Bitfarms' ( BITF ) move to adopt a poison pill to thwart its
acquisition by the bitcoin miner was "shareholder unfriendly"
and highlighted the lack of solid corporate governance
standards.
Riot said on Wednesday it had privately urged Bitfarms ( BITF ) to
remove its chairman and interim CEO, Nicolas Bonta, and add at
least two new independent directors to its board.
The dispute stems from an unsolicited offer Riot made in
April to acquire Bitfarms ( BITF ) for about $950 million. Bitfarms ( BITF )
rebuffed the offer, saying it significantly undervalued the
company, and approved a poison pill plan to prevent any attempts
of a hostile takeover.
Under the plan, if an entity takes more than 15% stake in
the company after June 20 and up to Sept. 10, Bitfarms ( BITF ) will
issue fresh shares to other stockholders, diluting the entity's
stake.
The 15% trigger "is in direct conflict with established
legal and governance standards," Riot said on Wednesday.
"We will continue to push to address the serious corporate
governance issues at Bitfarms ( BITF ) and ensure that shareholders have
a say on the company's path forward," Riot CEO Jason Les said.
Bitfarms ( BITF ) did not immediately respond to a Reuters request
for comment.
Separately, Riot disclosed in a regulatory filing it had
raised its stake in Bitfarms ( BITF ) to 13.1% from 12% earlier this
month. The company is Bitfarms' ( BITF ) largest shareholder, according
to LSEG data.
Shares of both Riot and Bitfarms ( BITF ) have been hammered so far
this year, dropping 35% and 19%, respectively, despite a wave of
optimism in the crypto industry due to the approval of
exchange-traded funds tied to the spot price of bitcoin.