Approved distribution readies Cipher for its
next chapter of growth with a more diversified shareholder
base
AMSTERDAM ,
Feb. 26,
2024 /PRNewswire/ -- Bitfury Group ("Bitfury" or
the "Company"), a leading full-service blockchain technology
company, today announced the shareholder approval of the
non-dilutive distribution of approximately 126 million common
shares currently held by Bitfury in Cipher Mining Inc.
(NASDAQ:CIFR) ("Cipher") in accordance with plans that were
previously outlined.
Of these 126 million common shares of Cipher, approximately 107
million shares will be distributed by Bitfury to its long-term
shareholders on a pro rata basis, including approximately 50
million shares being distributed to the majority owner of Bitfury,
V3 Holding Limited (a holding company wholly-owned by Bitfury's
CEO), and approximately 57 million shares being distributed in the
aggregate to approximately 50 other Bitfury shareholders. The
company believes these are shareholders that support Bitfury and
now may benefit from having direct exposure to the competitive
advantages of Cipher's business model, particularly going into the
next halving cycle in the coming months.
In addition to the pro rata distribution described above,
approximately 18.5 million shares will be reserved for the benefit
of former and current Bitfury employees, contractors and
advisors.
The distribution of approximately 107 million shares and 18.5
million shares being allocated to employees, contractors and
advisors will reduce Bitfury's stake in Cipher to approximately 50
million shares as part of a strategically planned effort to reduce
Bitfury's ownership concentration in Cipher priming its successful
spin off for its next stage of growth.
The following table shows Bitfury's estimate of the approximate
general concentration of ownership in Cipher's shares before
and after the distribution (share numbers in millions):
|
Prior to
Distribution
|
Following
Distribution of approx. 107 million shares
|
Following
Distribution of approx. 18.5 million shares
|
|
(shares)
|
( %)
|
(shares)
|
( %)
|
(shares)
|
( %)
|
|
Bitfury
|
175.8
|
68.4 %
|
68.5
|
26.6 %
|
50.0
|
19.5 %
|
|
V3 Holding Limited
(1)
|
0
|
0.0 %
|
50.3
|
19.6 %
|
50.3
|
19.6 %
|
|
Free Float
|
81.3
|
31.6 %
|
138.2
|
53.8 %
|
156.7
|
61.0 %
|
|
Total Shares
Outstanding (2)
|
257.1
|
100.0 %
|
257.1
|
100.0 %
|
257.1
|
100.0 %
|
|
|
|
|
|
|
|
|
(1)
Counting only shares owned directly,
excluding beneficial ownership of shares owned by
Bitfury.
(2)
257,057,496 shares of Common Stock
outstanding as of December 8, 2023, based on (i) 254,660,072 shares
of Common Stock outstanding as of November 6, 2023, as disclosed in
Cipher's Quarterly Report on Form 10-Q and (ii) Cipher's issuance
of 2,397,424 shares of Common Stock on December 8, 2023, as
disclosed in Cipher's Current Report on Form 8-K filed with the SEC
on December 8, 2023
|
V3 Holding Limited is expected to beneficially own approximately
46% of the outstanding shares of Cipher following the distribution
of approximately 107 million shares and reducing it to
approximately 39% following the distribution of approximately 18.5
million shares, including both the shares V3 Holding Limited
receives in the pro rata distribution and the shares which are
retained by Bitfury.
Bitfury believes that none of its other shareholders will hold
positions of more than 5% of Cipher's shares as a result of the
distribution.
The pro rata distribution process of approximately 107 million
shares is expected to commence today and to be largely completed in
the coming weeks, with the distribution of the approximately 18.5
million shares expected to be completed in the next few months.
Val Vavilov, CEO of
Bitfury, commented on today's news, "Bitfury has served as
an incubator for Cipher, transferring the knowledge we've
accumulated during more than 10 years of building and operating
Bitcoin mining data centers all around the world, with
the end goal always being to provide the firm with the financial
and operational freedom via a diversified shareholder base. Cipher
is a great example of the value we can provide to our portfolio of
incubated companies, and I believe this move will yield positive
results for both Bitfury and Cipher shareholders alike."
Tyler Page, CEO of
Cipher, commented, "We are excited about these upcoming
changes to the Cipher capital table. The market can now look beyond
technical issues of our shareholder base, and focus instead on the
enormous fundamental value in our stock, driven by our
best-in-class power structure, our clear path to growth, and our
proven execution."
About Bitfury
Bitfury is the world's leading
full-service blockchain technology company. Since our founding in
2011, Bitfury has built on its heritage as one of the earliest
Bitcoin miners and providers of Bitcoin
mining equipment to develop a suite of infrastructure products and
services that power the Web 3.0 ecosystem and make digital assets
safe, sustainable, and useful. From hardware to security to
software, our businesses leverage today's cutting-edge technologies
to solve the most pressing challenges of tomorrow.
To learn more about Bitfury, please visit
https://bitfury.com/
About Cipher
Cipher is an emerging technology company focused on the development
and operation of bitcoin mining data centers. Cipher
is dedicated to expanding and strengthening the
Bitcoin network's critical infrastructure. Together
with its diversely talented team and strategic partnerships, Cipher
aims to be a market leader in bitcoin mining growth
and innovation.
To learn more about Cipher, please visit
https://www.ciphermining.com/
Forward Looking Statements
This press release contains certain forward-looking statements
within the meaning of the federal securities laws of the United States. Cipher intends such
forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995 and includes this
statement for purposes of complying with these safe harbor
provisions. Any statements made in this press release that are not
statements of historical fact, including statements about our
beliefs and expectations regarding our future results of operations
and financial position, business strategy, timing and likelihood of
success, potential expansion of or additional bitcoin
mining data centers, expectations regarding the operations of
mining centers, and management plans and objectives, are
forward-looking statements and should be evaluated as such.
Forward-looking statements include information concerning possible
or assumed future results of operations, including descriptions of
our business plan and strategies. These forward-looking statements
generally are identified by the words "may," "will," "should,"
"expects," "plans," "anticipates," "could," "seeks," "intends,"
"targets," "projects," "contemplates," "believes," "estimates,"
"strategy," "future," "forecasts," "opportunity," "predicts,"
"potential," "would," "will likely result," "continue," and similar
expressions (including the negative versions of such words or
expressions).
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by Cipher and our
management, are inherently uncertain. Such forward-looking
statements are subject to risks, uncertainties, and other factors
that could cause actual results to differ materially from those
expressed or implied by such forward looking statements. New risks
and uncertainties may emerge from time to time, and it is not
possible to predict all risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: volatility in the price of Cipher's securities due to a
variety of factors, including changes in the competitive and
regulated industry in which Cipher operates, variations in
performance across competitors, changes in laws and regulations
affecting Cipher's business, and the ability to implement business
plans, forecasts, and other expectations and to identify and
realize additional opportunities. The foregoing list of factors is
not exhaustive. You should carefully consider the foregoing factors
and the other risks and uncertainties described in the "Risk
Factors" section of our Annual Report on Form 10-K filed with the
Securities and Exchange Commission ("SEC") on March 14, 2023, and in Cipher's subsequent
filings with the SEC. These filings identify and address other
important risks and uncertainties that could cause actual events
and results to differ materially from those contained in the
forward-looking statements. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and Cipher assumes no
obligation and, except as required by law, does not intend to
update or revise these forward-looking statements, whether as a
result of new information, future events, or otherwise.
Bitfury Media Contact
bitfury@mgroupsc.com
Cipher Investor Contact:
Josh Kane
Head of Investor Relations at Cipher Mining
josh.kane@ciphermining.com
Cipher Media Contact:
Ryan Dicovitsky / Kendal Till
Dukas Linden Public Relations
CipherMining@DLPR.com
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SOURCE Bitfury
