AMSTERDAM, May 16, 2024 /PRNewswire/ -- Bitfury Group ("Bitfury" or the "Company"), a leading full-service blockchain technology company, today announced that it has allocated the remaining part of approximately 18.5 million shares held by Bitfury in Cipher Mining, Inc. (NASDAQ:CIFR) ("Cipher") in accordance with plans that were previously outlined into a share reserve for the benefit of both current and former Bitfury employees, consultants, and advisors (or "Bitfury Beneficiaries") who participate in long term incentive plans maintained by Bitfury.
Bitfury logo
Subject to the ongoing discretion of Bitfury's management, Bitfury expects to sell from time to time approximately 9.2 million shares of Cipher's common stock allocated to the share reserve on the open market and plans to proportionally remit cash proceeds from such sales, if any, to certain of the Bitfury Beneficiaries on a periodic basis. Bitfury expects to sell these shares strategically over the next few months, in quantities up to 5% of Cipher's trailing 30-day average daily trading volume on each particular day of sale. The other part of approximately 9.3 million shares of Cipher's common stock included in the share reserve has been allocated for the benefit of the remaining Bitfury Beneficiaries and is expected to be disposed for the benefit of, or transferred, in whole or in part, to, the remaining Bitfury Beneficiaries at the discretion of Bitfury management in the future.
Bitfury expects that this strategic divestment will have the added benefit of further reducing Bitfury's ownership concentration in Cipher and increasing the free float of Cipher's common stock. Presuming the sale in full of the approximately 9.2 million of the 18.5 million shares included in the allocation, Bitfury would beneficially own approximately 19.1% of Cipher's outstanding shares of common stock as of the date of this press release, or approximately 35.4% including the shares owned by Bitfury's majority shareholder, as demonstrated by the following table (share numbers in millions).
Prior to proposed sale of approx. 9.2 million shares
Following proposed sale of approx. 9.2 million shares
(shares)
( %)
(shares)
( %)
Bitfury
68.5
22.1 %
59.3
19.1 %
V3 Holding Limited (1)
50.3
16.2 %
50.3
16.2 %
Free Float
191.2
61.7 %
200.4
64.6 %
Total Shares Outstanding (2)
310.0
100.0 %
310.0
100.0 %
(1) V3 Holding Limited is the majority owner of Bitfury and may be deemed to share beneficial ownership of the common stock beneficially owned by Bitfury. The numbers presented in this row count only shares owned directly by V3 Holding Limited, excluding beneficial ownership of shares owned by Bitfury.
(2) Based on 310,029,275 shares of common stock outstanding as of May 6, 2024, as disclosed in Cipher's Quarterly Report on Form 10-Q filed with the SEC on May 7, 2024.
Val Vavilov, CEO of Bitfury, commented on today's news, "After the completion of this plan, we're glad that we will be able to reward both current and former employees, consultants, and advisers who helped us reach this point in Bitfury's journey and played a role in incubating Cipher. We remain bullish on the mining sector and believe with the strategic execution of this distribution Cipher will be well positioned to capitalize on the opportunities ahead."
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.
This press release contains certain forward-looking statements within the meaning of the federal securities laws of the United States. Any statements made in this press release that are not statements of historical fact, including statements about the Company's plans and intentions regarding its ownership of Cipher common stock, sales of Cipher common stock, and allocations of Cipher common stock, and statements about our beliefs and expectations regarding Cipher's future results of operations and financial position, business strategy, and timing and likelihood of success, 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 can sometimes be identified by the words "may," "expects," "intends," "believes," "future," "prospects," and similar expressions (including the negative versions of such words or expressions).
These forward-looking statements are based upon estimates, assumptions, expectations, projections and beliefs as of the date of this press release that, while considered reasonable by the Company and our management, are inherently uncertain. Such forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results, performance or achievements to differ materially from the results, performance or other expectations 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 the risks and uncertainties described in the
"Risk Factors" section of Cipher's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 5, 2024, 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, which speak only as of the date they are made. The Company 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.
