04:02 PM EDT, 05/28/2024 (MT Newswires) -- Riot Platforms ( RIOT ) disclosed Tuesday that it has made a nonbinding proposal to acquire Bitfarms ( BITF ) for $2.30 per share to establish the world's largest publicly listed bitcoin miner.

Riot disclosed that it is Bitfarms' ( BITF ) largest shareholder, with a roughly 9.3% stake. The proposal represents nearly $950 million in total equity value and a 20% premium to Bitfarms' ( BITF ) April 19 share price, the last trading day prior to Riot's initial proposal to Bitfarms' ( BITF ) board, Riot said. The proposal would see Bitfarms ( BITF ) shareholders owning up to almost 17% of the merged entity.

"This cash-and-stock proposal would provide Bitfarms' ( BITF ) shareholders with a substantial premium and immediate cash value, as well as significant potential for future value creation through participation in a financially and commercially stronger company with a well-defined strategy, led by an established and proven management team," Riot said.

Bitfarms ( BITF ) shares were up 8.9% in Tuesday late-afternoon trade, while Riot was little changed.

Riot said the proposed combined company would have about 1 gigawatts of current power capacity and 19.6 exahashes per second of current self-mining capacity, with up to 1.5 GW of power capacity and 52 EH/s of self-mining capacity by year-end. It would have 15 facilities across the US, Canada, Paraguay and Argentina, with up to 2.2 GW of total power capacity once fully developed, the company said.

Riot said it previously delivered the proposal to Bitfarms' ( BITF ) board privately in April 22, though the company rejected it "without engaging in substantive dialogue" with Riot.

Earlier this month, Bitfarms ( BITF ) terminated Geoffrey Morphy as president and chief executive after he filed a lawsuit against the company for alleged breach of contract, wrongful dismissal and punitive damages of about $27 million.

"We are deeply concerned that the founders on the Bitfarms ( BITF ) board -- Nicolas Bonta and Emiliano Grodzki -- may not be acting in the best interests of all Bitfarms ( BITF ) shareholders," Riot CEO Jason Les said Tuesday. "The abrupt termination of the Bitfarms ( BITF ) CEO without a transition plan in place at a critical period of execution for Bitfarms ( BITF ) and the industry, as well as the allegations, if accurate, regarding the actions of certain members of the Bitfarms ( BITF ) board set out in the lawsuit filed by that recently terminated CEO, raise serious governance questions."

Following Bitfarms' ( BITF ) annual general and special meeting, scheduled for Friday, Riot plans to requisition a special meeting of Bitfarms' ( BITF ) shareholders, with a view to adding "new, well-qualified and independent directors" to its board, Riot said. Bitfarms ( BITF ) didn't respond to MT Newswires' request for comment.

Bitfarms ( BITF ) reported earlier this month that its first-quarter net loss was $0.02 a share, unchanged from a year earlier, while revenue jumped 67% to $50.3 million.