Summary by Moomoo AI
Bitfarms Ltd. has announced plans to acquire Stronghold Digital Mining, Inc. through an all-stock merger. Under the agreement, Stronghold stockholders will receive 2.520 Bitfarms common shares for each Stronghold Class A share. The merger will result in Stronghold becoming a wholly-owned subsidiary of Bitfarms.The deal is subject to Stronghold stockholder approval and key conditions including regulatory approvals, stock listings, and no material adverse effects. The merger must be completed by May 21, 2025, with a possible extension to August 21, 2025. Termination fees are set at $5 million for Stronghold and $12.5 million for Bitfarms under certain circumstances.Additional agreements include a Conversion Agreement with Stronghold Series C preferred stockholders, custodial agreements with Coinbase and Anchorage Digital Bank, and a Service Agreement with Foundry USA Pool for mining operations. Bitfarms has also undertaken to comply with SEC regulations and filing requirements related to the merger.
