Gleiss Lutz advises Northern Data on acquisition of bitcoin miner Bitfield
A team of Gleiss Lutz lawyers has advised the leading high-performance computing (HPC) infrastructure provider Northern Data AG (“Northern Data") on the acquisition of up to 100 per cent (but not less than 86 per cent) of bitcoin miner Bitfield N.V. and thus indirectly the acquisition of around 33,000 ASIC miners based on a total enterprise value of up to EUR 400 million. At the current level of deployment, Bitfield's sites represent approximately 0.7 exahashes of mining power. Upon completion of installation by the end of the first quarter of 2022, Bitfield's computing power for bitcoin mining will total approximately 3 exahashes. The computing power is generated with zero emissions. The transaction will take the form of a stock-for-stock deal involving the issuance of up to 5.1 million new shares in Northern Data AG (at the weighted average of the Xetra closing prices for the 60 trading days immediately preceding 22 September 2021), which will be executed upon the closing of the transaction.
With the takeovers of Bitfield and, a few weeks ago, Decentric Europe, Northern Data is setting the course for its growth strategy, with the aim of becoming the leading value generator for HPC infrastructure solutions with a global presence, operating on green energy and boasting a scalable cost structure. The main focus is on the business segments Bitcoin Hosting and Services, Altcoin Mining, Bitcoin Mining and Cloud Computing.
The listed company Northern Data AG develops and operates global infrastructure solutions in the field of HPC and provides the infrastructure for various HPC applications in areas such as bitcoin mining, blockchain, artificial intelligence, big data analytics, IoT and rendering. Northern Data offers its HPC solutions both in large, stationary data centres and in mobile high-tech data centres that can be set up at any location worldwide. The company combines self-developed software and hardware with intelligent concepts and a particularly sustainable cooling technology. The Northern Data group currently employs around 200 people.
The following Gleiss Lutz team advised Northern Data on the transaction: Dr. Andreas Löhdefink (partner, lead), Dr. Cornelia Topf (partner, both M&A), Dr. Stephan Aubel (partner, Corporate and Capital Markets, all Frankfurt), Dr. Stefan Weidert (partner, IP/IT, Berlin), Dr. Jacob von Andreae (partner, Public Business Law, Düsseldorf), Dr. Kai Birke (partner, Finance), Dr. Wolfgang Bosch (partner, Competition/Antitrust), Dr. Christina Aye (counsel, Corporate and Capital Markets), Dr. Dirk Scherp (of counsel, Compliance & Investigations), Dr. Christoph Auchter, Kevin Löffler (both M&A; all Frankfurt), Aylin Hoffs, Lennart Förster (both Public Business Law, Düsseldorf), Jan Hinrichs (IP/IT, Berlin), Jana Pinto Escaleira (Finance), Marina Stoklasa, Felix Wrocklage (both Compliance & Investigations), Dr. Juliane Langguth (Competition/Antitrust, all Frankfurt).
Gleiss Lutz acted as global lead counsel for the transaction and coordinated an international team comprising the following law firms:
Blake, Cassels & Graydon LLP (Canada), Hassans International Law Firm Ltd. (Gibraltar), Houthoff Coöperatief U.A. (Netherlands).