(Bloomberg) — Riot Platforms Inc. made an unsolicited, $950 million offer to buy Bitfarms Ltd. after the smaller Bitcoin miner rebuffed its takeover approach last month.
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Riot offered $2.30 a share in cash and stock for Bitfarms, according to a statement Tuesday that confirmed an earlier Bloomberg News report. The price is about 20% above where Bitfarms traded before Riot’s offer in April, made privately to the board.
Riot has now built a 9.25% stake in Bitfarms, making it the largest shareholder in the company, the bidder said.
Recent management turnover at Bitfarms illustrates corporate governance problems, according to Riot, which said it plans to call a vote to add directors at the Canadian company.
It’s the latest sign of accelerated consolidation in the sector on the heels of a Bitcoin code update, known as “the halving,” that will result in billions of dollars of lost revenue for miners of the digital asset. Large-scale mining companies have been looking for potential targets to expand their operations as they adjust to the industry’s new economics.
The combination would create the largest Bitcoin miner globally based on the combined company’s projected computing power growth. It would also significantly boost Riot’s Bitcoin production, making it an even bigger player along with Marathon Digital Holdings Inc. and CleanSpark Inc.
Bitfarms shares rose 3.3% in Toronto on Monday to C$2.86, equal to about $2.10, giving it a market value of about $750 million. Riot rose 4% in New York on Friday and has a market value of about $3 billion.
Management Shuffle
The potential deal comes after Bitfarms fired interim CEO Geoffrey Morphy this month in the wake of the executive’s lawsuit against the miner claiming $27 million in damages for breach of contract.
Riot made its offer on April 22 to Bitfarms’ board, which rejected the bid without any “substantive dialogue” around a deal, Riot said. Under the terms of the offer, Bitfarms shareholders would own about 17% of the combined company.
Riot also plans to request a special meeting of shareholders to consider appointing several new independent directors after Bitfarms holds its annual meeting on May 31.
Read More: Bitcoin Miners Begin to Feel Pressure of Lower Token Rewards
Bitcoin mining is an energy-intensive process in which miners use specialized computers to validate transactions on the blockchain and earn rewards in the form of the token.
The Bitcoin halving cuts token rewards — the main revenue source for miners — by 50% approximately every four years. The process aims to maintain the hard cap of 21 million tokens and keep the digital currency as an inflation hedge.
While some larger miners such as Riot have managed to retain cash and thrive after the halving, many smaller miners lack the same negotiating power with electricity producers and have less access to capital. Bitcoin miner Stronghold Digital Mining Inc. said this month it’s weighing alternatives, including a sale of the company.
Riot has North America’s largest Bitcoin mining facility in Texas with a total power capacity of 700 megawatts. The Castle Rock, Colorado-based company is building another site in the state with as much as one gigawatt of capacity. That amount of energy is enough to power 200,000 Texas homes.
Texas has been prone to extreme weather conditions that can cause substantial damages to mining facilities. Energy prices for miners in the state, a hub of crypto-mining, are on the rise with new miners moving in over the last few years.
In the meantime, Bitfarms has doubled down on building operations across the world including new sites in South America, where electricity is cheaper.
Citigroup Inc. is advising Riot, which is getting legal advice from Paul, Weiss, Rifkind, Wharton & Garrison LLP and Davies Ward Phillips & Vineberg LLP.
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