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 acquires any additional shares.
Mawson cited a covert campaign and rapid stock accumulation by Endeavor as the primary drivers for the defensive move. The activist group filed a Schedule 13D, weeks after surpassing the 5% ownership threshold.
Endeavor submitted a proposal on January 8 regarding a tender offer and equity financing that would have transferred board control. The proposal included provisions for the group to select a new CEO for the company.
The board rejected the offer, prompting Endeavor to issue a letter to stockholders on January 22 calling for a leadership overhaul. The group stated its intention to nominate directors at the 2026 annual meeting.
Disputes remain regarding the exact size of the activist stake. Endeavor and its related parties reported a combined ownership of 48% as of January 30, 2026, while Mawson claims in a press release that the group only holds a 29.7% stake.
The rights plan allows shareholders other than Endeavor to purchase stock at a 50% discount if triggered. This mechanism dilutes the voting power and economic interest of the acquiring entity.
Directors retain the option to exchange rights for shares at a one-to-one ratio to enforce dilution without requiring shareholder cash. This exchange option applies as long as the acquiring person holds less than 50% of the stock.
The plan remains in effect until February 1, 2027.
Shareholders of record as of February 12 will receive the dividend distribution of rights. The company plans to file further details with the SEC.
