Because the market value of Bitfarms common shares that Company stockholders will receive in the merger may fluctuate, Company stockholders cannot be sure of the market value of the merger consideration that they will receive in the merger.
There is no assurance when or if the merger will be completed, including, but not limited to, regulatory approvals which may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be satisfied.
Certain rights of Company stockholders will change as a result of the merger.
The announcement and pendency of the merger could adversely affect the Company’s business, results of operations and financial condition.
The Company will incur substantial transaction fees and costs in connection with the merger.
While the Merger Agreement is in effect, the Company and its subsidiaries’ businesses are subject to restrictions on their business activities.
The termination of the Merger Agreement could negatively impact the Company and, in certain circumstances, could require the Company to pay certain termination fees.
Except in specified circumstances, if the merger is not completed by May 21, 2025, subject to extension in specified circumstances, either the Company or Bitfarms may choose not to proceed with the merger.
The Company may be a target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the merger from being completed.
Revenues decreased by $35.3 million for the twelve months ended December 31, 2023, as compared to the same period in 2022, primarily due to a $39.6 million decrease in energy revenues driven by lower prevailing market prices and increased consumption of self-generated electricity due to the expansion of cryptocurrency operations partially offset by a $14.2 million increase in cryptocurrency hosting revenues due to the hosting agreement with Foundry Digital, LLC (the "Foundry Hosting Agreement") which began in November 2022, and the Canaan Bitcoin Mining Agreement which began in May 2023. Capacity revenues decreased by $4.0 million due to both plants strategically reducing exposure to the capacity markets and the resulting cost-capping and operational requirements in the day-ahead market by PJM.
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