Bitfarms Ltd. has announced a pending merger with Stronghold Digital Mining, Inc., which was made public on August 21, 2024. The merger, upon completion, will see Stronghold become a wholly-owned subsidiary of Bitfarms. Stronghold shareholders are set to receive 2.520 Bitfarms common shares per share of Stronghold Class A common stock, with Series C preferred stock converting into Class A common stock just before the merger. Class V common stock of Stronghold will be canceled without compensation at the merger's effective time. The transaction is contingent upon approval from Stronghold shareholders, regulatory clearances, and other standard closing conditions. Stronghold's board has unanimously endorsed the merger, citing it as the optimal route for enhancing shareholder value, a sentiment supported by a...Show More

Bitfarms Ltd. has announced a pending merger with Stronghold Digital Mining, Inc., which was made public on August 21, 2024. The merger, upon completion, will see Stronghold become a wholly-owned subsidiary of Bitfarms. Stronghold shareholders are set to receive 2.520 Bitfarms common shares per share of Stronghold Class A common stock, with Series C preferred stock converting into Class A common stock just before the merger. Class V common stock of Stronghold will be canceled without compensation at the merger's effective time. The transaction is contingent upon approval from Stronghold shareholders, regulatory clearances, and other standard closing conditions. Stronghold's board has unanimously endorsed the merger, citing it as the optimal route for enhancing shareholder value, a sentiment supported by a fairness opinion from financial advisor Cohen & Co. Capital Markets. The merger is anticipated to yield strategic and financial advantages, such as increased market capitalization and better liquidity for shareholders. However, it's noted that Stronghold's directors and executive officers may have different interests in the merger compared to general shareholders, including in relation to equity awards and potential severance benefits. Should the merger fail to materialize, Stronghold could be liable for a $5 million termination fee to Bitfarms, while Bitfarms might owe Stronghold a reverse termination fee of $12.5 million under specified conditions.