Bitcoin miner Mawson Infrastructure Group (NASDAQ: MIGI) adopted a limited-duration stockholder rights agreement on Monday to counter a takeover attempt by Endeavor Blockchain. The board approved the measure in a bid to prevent the activist group from seizing control without paying a control premium to all shareholders. The plan triggers if an entity acquires beneficial ownership of 20% or more of the outstanding common stock. The provision activates immediately if a group already exceeding this limit a ...

Core Viewpoint - YZi Labs has criticized CEA Industries Inc. for adopting a poison pill and amending its bylaws, which are seen as actions that entrench the current board rather than protect shareholder interests [1][2]. Group 1: Governance Conflict - YZi Labs holds approximately 5% of CEA's outstanding shares and argues that the new measures restrict shareholders' ability to act and add procedural hurdles beyond Nevada law [2]. - The conflict represents a significant shift from the optimism surrounding CEA, which had recently pivoted to become a BNB-focused digital asset treasury after a $500 million private investment in public equity deal [3]. - CEA's stock has fallen over 90% from its peak, closing near $6.50, despite BNB rising approximately 38% over the past six months [4]. Group 2: Poison Pill Strategy - Tensions escalated when YZi Labs filed a preliminary Schedule 14A with the SEC to overhaul CEA's board, seeking to expand the board and install new directors through written shareholder consent [5]. - In response, CEA's board adopted a poison pill strategy, allowing existing shareholders to purchase additional shares at a 50% discount if any person or group acquires 15% or more of the company's shares without board approval [6]. - YZi Labs views these actions as indicative of the board's lack of shareholder support and a focus on self-preservation, raising concerns about the delay of CEA's 2025 annual meeting [7].

Core Viewpoint - YZILabs Management Ltd. expresses disappointment in CEA Industries Inc.'s Board for prioritizing self-entrenchment over stockholder interests and calls for a fair director nomination and election process [1][2][3] Group 1: Board Actions and Stockholder Rights - The Board has adopted a poison pill and bylaw provisions that hinder stockholders' ability to act by written consent, which YZi believes adds unnecessary constraints beyond Nevada law [1][2] - YZi warns that the Board's actions could expose it to liability for failing to fulfill fiduciary duties, as it appears to prefer restricting stockholder rights rather than acknowledging its mistakes [2][3] - The Board has delayed the 2025 Annual Meeting past its scheduled date, raising concerns about manipulative behavior regarding the election process [4] Group 2: Strategic Direction and Token Strategy - YZi rejects the Board's claim that it has never considered alternative tokens for its digital asset treasury strategy, citing a comment from CEO David Namdar about contemplating a switch to other crypto assets [5][11] - There is a concern among stockholders that the Board's actions may betray their interests, as they expect representation aligned with the token strategy in which they invested [5] Group 3: Shareholder Engagement and Future Actions - YZi is closely monitoring the Company's activities and disclosures, particularly regarding the upcoming 2025 Annual Meeting, which is critical for stockholders to vote on the Board's composition [3][4] - YZi Labs aims to provide stockholders with the opportunity to elect new board members at the 2025 Annual Meeting, emphasizing the need for better governance and alignment with shareholder interests [5]

Core Viewpoint - Plantro Ltd. has withdrawn its acquisition proposal for Dye & Durham Limited due to deteriorating financial results, lack of board engagement, and concerns over potential debt default [2]. Financial Performance - Dye & Durham's EBITDA has significantly declined from approximately $300 million to below $200 million, prompting credit rating downgrades from S&P Global and Moody's [2]. - The company's elevated leverage ratios and operational challenges have contributed to its financial instability [2]. Proposal Withdrawal Reasons - The proposal was initially justified by the expectation of board engagement, which has not occurred [2]. - The company adopted a poison pill strategy, incorrectly alleging that Plantro was acting in concert with other shareholders [2]. - The sale of Credas Technologies Ltd. was contrary to the proposal's assumptions, and the proceeds from this sale are insufficient to alleviate the company's debt burden [2]. Debt Concerns - Plantro anticipates that Dye & Durham may face a debt default by March 2026, as it will lose access to $185 million in escrowed cash against its debt [2]. - The lengthy regulatory approval process for any potential sale could delay closing until Q2 2026, exacerbating the company's financial situation [2]. Regulatory and Management Issues - A Management Cease Trade Order has been imposed by the Ontario Securities Commission due to the company's failure to produce financial statements [2]. - The company's shares are trading at a high valuation despite declining revenue and EBITDA, indicating a disconnect between market perception and financial reality [2].