On May 28, 2024, Riot Platforms, Inc. (NASDAQ: RIOT) proposed acquiring all outstanding shares of Bitfarms Ltd. (NASDAQ/TSX: BITF) at US$2.30 per share, valuing the deal at approximately $1.298 billion (US$950 million). This offer represented a 24% premium to Bitfarms' one-month volume-weighted average share price as of May 24, 2024. Riot also accumulated a 9.25% stake in Bitfarms, becoming its largest shareholder.

The proposal, consisting of cash and Riot common stock, would result in Bitfarms' shareholders owning up to 17% of the combined company. Riot emphasized the strategic benefits, including creating the largest Bitcoin miner globally, with 1 GW of current power capacity and plans to expand to 1.5 GW and 52 EH/s by year-end.

Despite these advantages, Bitfarms' Board rejected the proposal without substantive dialogue. Governance concerns were raised following allegations by Bitfarms' recently terminated CEO, prompting Riot to disclose the offer publicly. Riot plans to requisition a Special Meeting post-Bitfarms' Annual General Meeting on May 31, 2024, to appoint new independent directors.

Citi acted as financial advisor, with Paul, Weiss, Rifkind, Wharton & Garrison LLP and Davies Ward Phillips & Vineberg LLP serving as legal advisors to Riot. Moelis & Company LLC served as financial advisor to Bitfarms, with Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP, and McMillan LLP acting as legal advisors.

The deal was subject to customary conditions but did not require financing or a Riot shareholder vote. There was no assurance the transaction would be consummated.