Bitfarms Appoints New Independent Board Member Amid Riot Platform’s Push for Director Replacements
By Hassan Shittu
Updated: June 28, 2024, 09:41 EDT | 2 min read
In a surprising move, Bitfarms has named Fanny Philip as an independent board member, amidst an ongoing conflict with Riot Platforms.
Riot Platforms, holding a 14.9% stake in Bitfarms, recently expressed its intent to replace three board members with independent directors after failing to increase its stake.
Bitfarms Appoints Fanny Philip to Board Amid Strategic Shifts and Riot Platform’s Influence
On June 27, Bitfarms, a prominent Bitcoin mining firm, announced the appointment of Fanny Philip to its board of directors, bringing the count of independent members to four out of five. Philip, renowned for her expertise in blockchain technology and finance, joins with a wealth of experience gained from leadership roles in various blockchain and mining enterprises.
Edie Hofmeister, Chair of Bitfarms’ Governance and Nominating Committee, highlighted Philip’s extensive knowledge of the North American and European energy sectors, alongside her profound experience in digital assets, mining, and AI.
Philip, founder of MTI Conseils Inc., has held senior positions across multiple blockchain and mining firms. She presently serves as CFO at SOVIAGO, sits on the mining committee of the Canadian Blockchain Consortium, and leads its Québec Chapter. Her appointment is expected to harness her deep industry insights to drive substantial organic growth and capture a larger share of the global Bitcoin market.
This board addition follows Riot Platforms’ announcement of its intention to replace three Bitfarms board members with independent directors. This move came after Bitfarms’ board blocked Riot’s bid to increase its ownership beyond 15%.
Initially, Riot Platforms sought a takeover but faced rejection of its $950 million acquisition proposal, leading to Riot acquiring a 9.25% stake in Bitfarms.
Riot had earlier withdrawn its offer to buy all common shares of Bitfarms at $2.30 per share, citing challenges in collaborating with the current board. Riot stated, “It is clear that engaging with the incumbent Bitfarms Board on a potential combination is just not possible.”
On June 13, Riot Platforms announced an increase in its ownership stake in Bitfarms to approximately 14% of the company’s issued and outstanding shares. Subsequently, Riot requisitioned a special shareholder meeting at Bitfarms, aiming to replace three board members—John Delaney, Amy Freedman, and Ralph Goehring—with independent directors.
Market Dynamics and Industry Trends in Bitcoin Mining
Philip’s appointment coincides with heightened interest in the Bitcoin mining sector, driven by increased computational demand from AI and Bitcoin’s expanding adoption.
Investors are showing substantial confidence in Bitcoin miners, exemplified by Coatue Management’s $150 million investment in Hut 8 on June 24. Hut 8 plans to enhance its computing capacity to capitalize on rising computational demand from AI.
Bitfarms has enlisted Moelis & Company LLC as financial advisor, supported by legal counsel from Skadden, Arps, Slate, Meagher & Flom LLP, Peterson McVicar LLP, and McMillan LLP. Innisfree M&A Inc. and Laurel Hill Advisory Group are strategic advisors and proxy solicitation agents.
With the new appointment and ongoing strategic initiatives, Bitfarms aims to optimize shareholder value and potentially reconcile differences with Riot.
Earlier this month, Bitfarms unveiled plans to expand operations to Sharon, Pennsylvania, and secured a significant deal to develop a new mining facility as part of its strategic growth.