Rumble to acquire AI infrastructure company Northern Data

Rumble (RUM) confirmed earlier that the company has signed a business combination agreement with Northern Data AG (NDTAF), which it called “a leader in AI and high-performance-computing infrastructure.” Under the agreement, Rumble will submit a voluntary public exchange offer to all shareholders of Northern Data. This follows the announcement on August 10 that Rumble was exploring a potential transaction with Northern Data. “Once completed, the transaction will enable Rumble to scale and expand its cloud business with the addition of one of the largest estates of GPUs in Europe along with a data center business. In addition, the transaction will accelerate Rumble’s international expansion strategy, provide a significant revenue growth opportunity, and enable an acceleration of Rumble’s creator, video and advertising AI roadmap… The exchange offer marks a significant step to building a full-stack cloud platform – from power to GPUs-as-a-service and beyond – backed by a mission to protect a free and open internet. Once the exchange offer is completed, Rumble will gain one of the largest GPU fleets, with 22.4K NVIDIA GPUs, including 20.4K Nvidia H100s and 2K Nvidia H200s. Rumble will also gain access to a globally distributed network of data center locations and several strategically co-located sites, including four owned data center locations anchored by Northern Data’s site in Maysville, Georgia which, upon completion, is anticipated to deliver up 180MW of capacity,” the company stated. Under the terms of the business combination agreement, which has been approved by the board of directors of Rumble as well as Northern Data’s management and supervisory boards, Rumble will submit a voluntary public exchange offer to all Northern Data shareholders. Each Northern Data shareholder that tenders will receive 2.0281 newly issued Class A Rumble shares in exchange for each Northern Data share, with customary settlement mechanisms for fractional shares.The transaction would result in approximately 30.4% total pro forma ownership in Rumble for Northern Data shareholders, assuming all outstanding Northern Data shares are tendered. Whilst the offer is subject to closing conditions, including customary regulatory approvals, there will be no minimum acceptance rate. Tether, along with shareholders affiliated with Northern Data’s co-CEO, Aroosh Thillainathan, and another significant shareholder, collectively representing approximately 72% of the outstanding shares of Northern Data, have committed to sell their Northern Data shares to Rumble at the same exchange ratio that applies to the exchange offer. These sales will depend on closing of the exchange offer and be settled around the same time as the offer. The offer also provides for a potential cash payment to Northern Data shareholders who accept the offer as well as the other shareholders who have agreed to sell their shares to Rumble in an aggregate amount of up to $200M. The Cash Consideration Amount will be due solely in the event there is a successful sale and/or the achievement of certain commercialization milestones of Northern Data’s previously owned Corpus Christi location to a leading global infrastructure asset management firm, who 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 after-tax proceeds received by Northern Data from such transaction prior to the closing of the offer. There is no assurance that any Cash Consideration Amount will be payable in the offer. Rumble and Northern Data have agreed not to enter into a domination and/or profit and loss transfer agreement for a period of at least three years from the date hereof. The parties have agreed that the management board of Northern Data will terminate the inclusion of the Northern Data shares in the trading on the open market shortly after the closing of the exchange offer. A separate delisting offer will not be required since the Northern Data shares are not listed on a regulated market. Commencement of the acceptance period for the offer and closing are expected to occur in the second quarter of 2026.