Announcement • 9h
Rumble Inc. (NasdaqGM:RUM) completed the acquisition of 85.2% majority stake in Northern Data AG (DB:NB2) from Tether Inc., Apeiron Investment Group Limited, Aroosh Thillainathan, and other key shareholders for approximately $820 million.
Rumble Inc. (NasdaqGM:RUM) signed a letter of intent to acquire Northern Data AG (DB:NB2) from Tether Inc., Apeiron Investment Group Limited, Aroosh Thillainathan, and other key shareholders for approximately $770 million on August 10, 2025. Rumble Inc. signed a business combination agreement to acquire Northern Data AG from Tether Inc., Apeiron Investment Group Limited, Aroosh Thillainathan, and other key shareholders on November 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 Rumble for Northern Data shareholders, assuming all outstanding Northern Data shares are tendered. The final exchange ratio would be determined following completion of confirmatory due diligence and negotiation with Northern Data, and is subject to adjustment for the potential sale of Northern Data’s Peak Mining unit (and related debt reduction referenced below), that would be expected to result in an increase to the exchange ratio noted above, together with potentially other balance sheet adjustments; and Following completion of the Potential Offer, Tether is expected to become the single largest holder of Rumble’s Class A common stock, with Chris Pavlovski, Rumble’s Chairman and CEO, continuing to own Rumble shares representing a majority of the voting power of Rumble; Chris Pavlovski has indicated his support for the Potential Offer and would agree to vote (via written consent) all of his Rumble shares in favor of the transaction. Under the terms of the business combination agreement, Each Northern Data shareholder who tenders its shares will receive revised 2.0281 shares of newly issued Rumble Class A common stock in exchange for each Northern Data share (with customary settlement mechanisms for fractional shares). In addition, the Proposed Offer provides for a potential cash payment to Northern Data shareholders who accept the Proposed Offer as well as other shareholders who have agreed to sell their shares to Rumble in an amount of up to $200 million. The Cash Consideration Amount will be due solely in the event there is a successful sale and commercialization of Northern Data’s previously owned Corpus Christi location to a leading global infrastructure asset management firm that is currently evaluating the location for HPC purposes under an exclusivity agreement. The Cash Consideration Amount payable, if any, will be calculated based on actual net proceeds received by Northern Data from such transaction prior to the closing of the Proposed Offer. The terms under which Corpus Christi could be developed for HPC were previously disclosed in a press release published on November 3, 2025. There is no minimum acceptance rate for the Proposed Offer. Tether, as well as an affiliate of the current CEO of Northern Data, Aroosh Thillainathan, and another large shareholder, who together own approximately 72% of Northern Data’s shares, have entered into support agreements for the transaction, pursuant to which they have agreed to sell their shares to Rumble on the same terms as in the Proposed Offer. Closing of these transactions would occur simultaneously with closing of the Proposed Offer. As of May 13, 2026, A total of 5,708,665 shares were tendered within the initial acceptance period that ended on May 9, 2026. Including shares committed under transaction support agreements, Rumble has now secured approximately 81.3% of Northern Data’s outstanding shares.
The transaction is subject to approval of offer by acquirer board, consummation of due diligence investigation and definitive agreement, declaration of effectiveness by the U.S. Securities and Exchange Commission of a registration statement on Form S-4, 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. As of November 10, 2025, the transaction has been approved by the board of directors of Rumble as well as Northern Data's management and supervisory boards. The launch of the Proposed Offer is expected to occur during the second quarter of 2026. The transaction is expected to close in the second quarter of 2026, subject to satisfaction of closing conditions and regulatory approvals. The period for accepting the Exchange Offer begins upon publication of this Offer Document on April 13, 2026 and ends on May 9, 2026. Subject to an extension of the Acceptance Period and the publication of the results of the Exchange Offer on May 13, 2026, the Additional Acceptance Period is expected to begin on May 15, 2026, and is expected to end on June 1, 2026. The Exchange Offer can no longer be accepted after the expiry of the Additional Acceptance Period. 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. Closing is expected in mid-June 2026. The tender offer will close on June 1, 2026. As of June 8, 2026, a total of 8,174,379 shares were tendered in the offer, representing 46.2% of shares not subject to transaction support agreements. Rumble has now secured approximately 85.2% of Northern Data’s outstanding shares. All regulatory approvals have been received and the closing of the exchange offer is expected in mid-June 2026, subject to satisfaction or waiver of the remaining offer conditions. Northern Data is expected to file for termination of the inclusion of the Northern Data shares in trading in the open market (m:access segment) of the Munich stock exchange immediately following the closing of the tender offer.
Guggenheim Securities, LLC acted as financial advisor for Rumble. Russell Leaf, David Huthmacher and Sean Ewen of Willkie Farr & Gallagher LLP acted as legal advisor for Rumble Inc. Stephan Hutter, Caspar Schmelzer and Ann Beth Stebbins of Skadden, Arps, Slate, Meagher & Flom LLP represented Jefferies LLC as financial advisor to Northern Data AG. Cai Berg and Christopher Buhlmann of ParkView Partners GmbH acted as financial advisor to Rumble. Robert Katz, James Gorton, Ben Kaplan, Josh Friedman, Matthew Dewitz, Jason Cruise, Les Carnegie of Latham & Watkins LLP and Stephan Aubel, Christian Schröder, Alexander Gebhardt, Melanie Barwich, Anne Görg, Walter Andert, Jan-Alexander Lange, Thomas Kulzer, Birgit Colbus, Jacob von Andreae, Rudolf Haas, Martin Rinscheid, Mareile Müller-Felsch, Konrad v. Buchwaldt and Mathias Hahn of Gleiss Lutz are serving as legal counsel and Jefferies GmbH act as financial advisor and fairness opinion provider to Northern Data. Daniel Woodard of McDermott Will & Schulte LLP and Felix Ganzer of McDermott Will & Schulte Rechtsanwälte Steuerberater LLP acted as legal counsels to Tether. Joh. Berenberg, Gossler & Co. KG acted as finacial advisor to Northern Data AG.
Rumble Inc. (NasdaqGM:RUM) completed the acquisition of 85.2% majority stake in Northern Data AG (DB:NB2) from Tether Inc., Apeiron Investment Group Limited, Aroosh Thillainathan, and other key shareholders for approximately $820 million on June 17, 2026. On June 17, 2026, all of the tendered Northern Data Shares were accepted, and as consideration for the Exchange Offer, Rumble Inc. issued an aggregate amount of 16,578,459 shares of Rumble Class A Common Stock to the Northern Data shareholders who had validly tendered shares. Rumble also issued a total of 42,768,485 shares of Rumble Class A Common Stock to Tether Inc., Apeiron Investment Group Limited, Aroosh Thillainathan. As a result of the consummation of the transactions, Rumble acquired approximately 85.2% of all of the outstanding Northern Data Shares.
