Bitfarms Names Independent Board Member as Riot Platform Seeks Director Changes

In a surprising development, Bitfarms revealed the selection of Fanny Philip as an independent board member during an ongoing dispute with Riot Platforms.

Riot, which holds a 14.9% share in Bitfarms, recently indicated plans to substitute three members of the company’s board with independent directors after an unsuccessful effort to increase its ownership stake.

Bitfarms Brings Fanny Philip on Board Amid Strategic Changes and Riot Platform’s Influence

We are pleased to welcome Fanny Philip to the Bitfarms board.

Ms. Philip @FannyPh9 is a recognized authority in the blockchain technology sector, with a background that includes:

– Founder of MTI Conseils, Inc.
– Former CFO and VP of Finances at Canada Computational Unlimited Inc.
– Former COO of SATO… pic.twitter.com/FWPPM6jjfn

— Bitfarms (@Bitfarms_io) June 28, 2024

On June 27, Bitfarms, a prominent Bitcoin mining firm, declared the appointment of Fanny Philip to its board of directors, resulting in four out of five board members now being independent. Philip, an authority in blockchain technology and finance, contributes a wealth of expertise from her past positions in various blockchain and mining enterprises.

Edie Hofmeister, Chair of Bitfarms’ Governance and Nominating Committee, remarked,

“Fanny’s addition to the Board follows an extensive search to find a highly qualified director who enhances the Board’s skill set and signifies important progress in our commitment to refresh the Board with independent candidates.”

Hofmeister further highlighted Philip’s extensive understanding of the North American and European energy markets, along with her considerable experience in digital assets, mining, and AI.

Philip, who established MTI Conseils Inc., has occupied senior positions in multiple blockchain and mining firms. She is currently the CFO at SOVIAGO, participates in the Canadian Blockchain Consortium’s mining committee, and serves as the president of its Québec Chapter. Her appointment is anticipated to utilize her extensive background to foster significant organic growth and capture a larger share of the global Bitcoin demand.

This recent board appointment follows Riot Platforms, which owns a 14.9% stake in Bitfarms, announcing its intention to replace three members of Bitfarms’ board of directors with independent directors. This decision was made after the current board members obstructed Riot’s attempt to increase its ownership beyond 15%.

Initially, Riot Platforms sought a takeover but faced rejection of its $950 million buyout proposal, leading Riot to acquire a 9.25% stake in Bitfarms.

Riot had previously retracted its offer to purchase all of Bitfarms’ common shares at $2.30 per share, citing challenges in collaborating with the existing board. “It is evident that engaging with the incumbent Bitfarms Board on a potential combination is simply not feasible,” Riot stated.

On June 13, Riot Platforms announced an increase in its ownership stake in Bitfarms to around 14% of the company’s issued and outstanding shares.

Subsequently, Riot requisitioned a special meeting of Bitfarms’ shareholders, where it intends to replace three board members with independent directors: John Delaney, Amy Freedman, and Ralph Goehring.

Market Dynamics and Industry Trends Surrounding the Bitcoin Mining Company

Philip’s appointment occurs at a time when the Bitcoin mining sector is witnessing heightened interest due to the increasing demand for computational power driven by AI and the widespread adoption of Bitcoin.

Investors are making significant bets on Bitcoin miners, as evidenced by Coatue Management’s $150 million investment in Hut 8 on June 24. Hut 8 is positioned to enhance its computing capacity and take advantage of the growing demand for computation due to AI.

Bitfarms has engaged Moelis & Company LLC as a financial advisor, with legal assistance from Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP, and McMillan LLP. Innisfree M&A Inc. and Laurel Hill Advisory Group are serving as strategic advisors and proxy solicitation agents.

With the new appointment and ongoing strategic initiatives, Bitfarms aims to optimize shareholder value and potentially address the current misalignment with Riot.

Earlier this month, Bitfarms announced plans to expand its operations to Sharon, Pennsylvania, and secured a significant agreement to develop a new mining facility for its strategic growth.

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