공시 • Mar 18
Backbone Mining Solutions LLC completed the acquisition of Stronghold Digital Mining, Inc. (NasdaqGM:SDIG) from Continental General Insurance Company, Armistice Capital LLC, Q Power Llc, Beryl Capital Management LLC and others.
Backbone Mining Solutions LLC entered into definitive agreement to acquire Stronghold Digital Mining, Inc. (NasdaqGM:SDIG) from Continental General Insurance Company, Armistice Capital LLC, Q Power Llc, Beryl Capital Management LLC and others for approximately $110 million on August 21, 2024. Under the terms of the Merger Agreement, Stronghold shareholders will receive 2.52 shares of Bitfarms for each share of Stronghold they own, representing consideration per share of $6.02. The merger agreement provides that (1) if a Stronghold Termination Fee Event occurs, a termination fee of $5.0 million (payable in cash and/or Bitcoin, as elected by Stronghold) will be payable by Stronghold to the Company; and (2) if a Bitfarms Termination Fee Event occurs, a termination fee of $12.5 million (payable in cash and/or Bitcoin, as elected by the Company) will be payable by the Company to Stronghold. In no event will the Company or Stronghold be entitled to receive more than one termination fee.
The transaction is subject to the receipt of Stronghold shareholder approval, applicable regulatory approvals, certain third-party consents and other customary closing conditions, Bitfarms Common Shares to be issued in the Merger shall have been approved for listing on the TSX and NASDAQ (or any successor inter-dealer quotation system or stock exchange thereto) subject to customary conditions and official notice of issuance, and the registration Statement shall have become effective under the Securities Act and shall not be the subject of any stop order or proceeding seeking a stop order. The parties shall cooperate in good faith and jointly determine no later than forty-five (45) days following the execution of this Agreement whether pre-merger filings are required under the HSR Act. The Transaction has been unanimously approved by the Boards of Directors of both companies. On February 27, 2025, Stronghold shareholders approved the merger agreement and is expected to close in the first quarter of 2025. The transaction is expected to close in March 2025.
Moelis & Company LLC acted as financial advisor to Special Committee of the Board of Directors of Bitfarms. Christopher M. Barlow of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisor to Bitfarms. McMillan LLP acted as legal advisor to Bitfarms. Peterson McVicar LLP acted as legal advisor to Bitfarms. Fasken Martineau DuMoulin LLP acted as legal advisor to Bitfarms. Firm 21m PLLC acted as legal advisor to Bitfarms. Cohen & Company Capital Markets, LLC acted as financial advisor and fairness opinion provider to Stronghold and received a fee of $500,000 for the fairness opinion. For services rendered by Cohen & Co. Capital Markets as financial advisor to Stronghold in connection with the proposed merger (excluding the Fairness Opinion Fee), Stronghold has agreed to pay Cohen & Co. Capital Markets a fee (the “Transaction Fee”) of 1.5% of the transaction enterprise value up to $150,000,000 plus 3.5% of the transaction enterprise value between $150,000,001 and $250,000,000, which fee will be determined at the closing of the proposed merger based on the average of the closing market prices of the Bitfarms common shares on the 10 trading days ending prior to the closing of the proposed merger. Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider to Special Committee of the Board of Directors of Bitfarms. Stephen M. Gill. Shelley A. Barber, Daniel M. LeBey, Lucy Liu, Tzvi Werzberger, Carter L. Olson, Ryan K. Carney, Jason L. McIntosh, Allyson Seger, Shane M. Tucker, John S. Decker, Courtney E. Hammond, Sean Becker, Jeffrey Crough, Jeremy C. Marwell, Matthew Dobbins, E. Ramey Layne, Sarah H. Mitchell, Hill Wellford, Evan Miller, Lauren R. Kanzer, Rajesh D. Patel, Ephraim (Fry) Wernick, Elizabeth Krabill McIntyre and Brian L. Howard II of Vinson & Elkins LLP acted as legal advisors to Stronghold. Blake, Cassels & Graydon LLP acted as legal advisor to Stronghold. MacKenzie Partners, Inc. acted as proxy solicitor to Stronghold Digital Mining, Inc. and paid a fee of approximately $12,500.
Backbone Mining Solutions LLC completed the acquisition of Stronghold Digital Mining, Inc. (NasdaqGM:SDIG) from Continental General Insurance Company, Armistice Capital LLC, Q Power Llc, Beryl Capital Management LLC and others on March 17, 2025. An approximately $44.5 million was paid at closing to retire outstanding Stronghold loans. In connection with the completion of the transaction, SDIG’s common stock ceased trading on Nasdaq prior to the opening of trading today.