공지 • 7h
Northern Data to Terminate the Inclusion of the Shares in Trading on the Open Market Promptly Following the Closing of the Tender Offer Rumble Inc. (“Rumble”) announced that the proposed business combination of Rumble and Northern Data AG (“Northern Data”) has obtained the final regulatory approval. On April 29, 2026, Rumble received notice that the United Arab Emirates Ministry of Economy had completed its review of the proposed transaction and granted the required approval. No other regulatory approvals will be required. The acceptance period ends on May 9, 2026 at 06:01 hrs (local time in Frankfurt am Main, Germany) /00:01 hrs (local time in New York), subject to any extension of the offer period and satisfaction or waiver of the conditions to the exchange offer. Assuming publication of the results of the exchange offer on May 13, 2026, an additional tender offer acceptance period is expected to begin on May 15, 2026, and expected to end on June 1, 2026, at 06:01 hrs (local time in Frankfurt am Main, Germany) /00:01 hrs (local time in New York). The exchange offer can no longer be accepted after expiry of the additional acceptance period. The exchange offer provides Northern Data shareholders with an opportunity to become stockholders directly in Rumble and thereby participate in the combined company's drive towards becoming a leading, independent force in AI computation, cloud infrastructure, and digital video innovation. Northern Data's Management Board and Supervisory Board unanimously recommend that shareholders accept the offer. Rumble will not enter into a domination and/or profit and loss transfer agreement for a period of at least three years after closing. The Management Board of Northern Data will terminate the inclusion of the Northern Data shares in trading on the open market promptly following the closing of the tender offer. A separate delisting offer will not be required. Northern Data shareholders who do not tender their shares will continue to hold shares of Northern Data following closing, and should be aware that the delisting will likely result in a significant reduction in liquidity and price transparency for Northern Data shares, and they may not be able to sell their shares as a result. Breakeven Date Change • Apr 21
Forecast to breakeven in 2027 The 3 analysts covering Northern Data expect the company to break even for the first time. New consensus forecast suggests losses will reduce by 74% to 2026. The company is expected to make a profit of €19.0m in 2027. Average annual earnings growth of 132% is required to achieve expected profit on schedule. Reported Earnings • Mar 20
Full year 2025 earnings released: €6.08 loss per share (vs €2.21 loss in FY 2024) Full year 2025 results: €6.08 loss per share (further deteriorated from €2.21 loss in FY 2024). Revenue: €83.3m (down 58% from FY 2024). Net loss: €482.7m (loss widened 279% from FY 2024). Revenue is forecast to grow 68% p.a. on average during the next 2 years, compared to a 12% growth forecast for the Software industry in Italy. Over the last 3 years on average, earnings per share has increased by 30% per year but the company’s share price has fallen by 5% per year, which means it is significantly lagging earnings. New Risk • Oct 24
New minor risk - Profitability The company is currently unprofitable and not forecast to become profitable over the next 3 years. Trailing 12-month net loss: €127m Forecast net loss in 3 years: €18m This is considered a minor risk. Companies that are not profitable are more likely to be burning through cash and less likely to be well established. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. Without profits, the company is under pressure to grow significantly while potentially having to reduce costs and possibly needing to take on debt or raise capital to remain afloat. Currently, the following risks have been identified for the company: Major Risk Share price has been highly volatile over the past 3 months (9.3% average weekly change). Minor Risk Currently unprofitable and not forecast to become profitable over next 3 years (€18m net loss in 3 years). New Risk • Aug 13
New minor risk - Profitability The company is currently unprofitable and not forecast to become profitable over the next 3 years. Trailing 12-month net loss: €127m Forecast net loss in 3 years: €7.5m This is considered a minor risk. Companies that are not profitable are more likely to be burning through cash and less likely to be well established. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. Without profits, the company is under pressure to grow significantly while potentially having to reduce costs and possibly needing to take on debt or raise capital to remain afloat. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (9.1% average weekly change). Shareholders have been substantially diluted in the past year (52% increase in shares outstanding). Minor Risks Less than 1 year of cash runway based on current free cash flow (-€1.0b). Currently unprofitable and not forecast to become profitable over next 3 years (€7.5m net loss in 3 years). 공지 • Aug 12
Elektron Energy LP signed a letter of intent to acquire Peak Mining, LLC from Northern Data AG (DB:NB2) for approximately $240 million. Elektron Energy LP signed a letter of intent to acquire Peak Mining, LLC from Northern Data AG (DB:NB2) for approximately $240 million on August 11, 2025. The transaction consideration contemplates an all-cash offer of up to approximately $240 million, inclusive of approximately $180 million of upfront cash consideration with the remainder subject to certain key performance metrics and the successful transfer of a deposit agreement with a bitcoin miner hardware producer. Northern Data’s Ardent division retains the explicit right to participate in any potential High Performance Computing development of Corpus Christi II by Elektron.
The transaction is expected to conclude in the second half of 2025 and is subject to customary closing conditions for a transaction of this type. 공지 • Aug 11
Rumble Inc. (NasdaqGM:RUM) signed a letter of intent to acquire Northern Data AG (DB:NB2) from Tether Inc. and other key shareholders for $1.2 billion. Rumble Inc. (NasdaqGM:RUM) signed a letter of intent to acquire Northern Data AG (DB:NB2) from Tether Inc. and other key shareholders for $1.2 billion on August 10, 2025. The shareholders of Northern Data would receive newly issued Class A shares of Rumble common stock in exchange for their Northern Data shares tendered in the Potential Offer. Each Northern Data shareholder that tenders its shares is expected to receive 2.319 newly issued Class A Rumble shares in exchange for each Northern Data share (with customary settlement mechanisms for fractional shares).The Potential Offer would result in approximately 33.3% total pro forma ownership in Rumble2 for Northern Data shareholders, assuming all outstanding Northern Data shares are tendered.
The transaction is subject to approval of offer by acquirer board, consummation of due diligence investigation and definitive agreement, Tether and potentially other key shareholders entering into a sale and purchase agreement with Rumble with respect to its shares in Northern Data, on terms mutually acceptable to the respective parties; Tether agreeing to amend the shareholder loan granted to Northern Data on terms mutually acceptable to the parties; The management board and supervisory board of Northern Data agreeing to recommend to the shareholders of Northern Data that they tender their shares of Northern Data in the Potential Offer, if launched; and BaFin approving the prospectus relating to the public offer of shares of Rumble.
Rumble’s Potential Offer assumes that Northern Data’s Peak Mining unit would be disposed prior to completion of a Potential Offer, with net proceeds from that transaction used to reduce existing loan that Tether has extended to Northern Data.
Guggenheim Securities, LLC acted as financial advisor for Rumble Inc. Willkie Farr & Gallagher LLP acted as legal advisor for Rumble Inc. Buy Or Sell Opportunity • Aug 06
Now 21% overvalued Over the last 90 days, the stock has fallen 9.4% to €22.52. The fair value is estimated to be €18.62, however this is not to be taken as a sell recommendation but rather should be used as a guide only. Revenue has declined by 5.1% over the last 3 years. Meanwhile, the company became loss making. Revenue is forecast to grow by 143% in a year. Earnings are forecast to grow by 48% in the next year. Breakeven Date Change • Jun 05
Forecast breakeven date pushed back to 2026 The 6 analysts covering Northern Data previously expected the company to break even in 2025. New consensus forecast suggests the company will make a profit of €24.1m in 2026. Average annual earnings growth of 80% is required to achieve expected profit on schedule. Breakeven Date Change • Apr 28
Forecast breakeven date pushed back to 2026 The 6 analysts covering Northern Data previously expected the company to break even in 2025. New consensus forecast suggests the company will make a profit of €47.0m in 2026. Average annual earnings growth of 113% is required to achieve expected profit on schedule. 공지 • Apr 14
Northern Data AG, Annual General Meeting, May 21, 2025 Northern Data AG, Annual General Meeting, May 21, 2025, at 10:00 W. Europe Standard Time.