Rumble has notified Northern Data of its interest in a potential all-stock exchange offer for 100% of the outstanding shares of Northern Data
Transaction would create a leading force in freedom-first infrastructure supported by Rumble’s existing balance sheet
Tether, the majority shareholder of Northern Data, has indicated it would support the transaction
Following consummation of the potential transaction, Tether would become an important customer of Rumble, with a multi-year commitment to purchase GPUs
Rumble, the video-sharing platform and cloud services provider, confirmed that, consistent with the announcement made concurrently by Northern Data AG (ETR: NB2), a leading provider of AI and High Performance Computing (HPC) solutions (“Northern Data”), Rumble has informed Northern Data of its interest in pursuing a potential exchange offer (the “Potential Offer”). 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.1 As indicated in its press release, Northern Data is willing to entertain further discussions with Rumble relating to the Potential Offer. To the extent a transaction is consummated, the combined company would emphasize not only AI leadership, but also data privacy and independence on a global scale.
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The key terms of the Potential Offer are expected to include or result in the following:
- 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 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.
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. Rumble’s Potential Offer further assumes the remaining loan would remain outstanding following completion of the Potential Offer on modified terms and would continue to be an obligation of Northern Data. Rumble would seek to structure the loan such that Rumble and its pre-transaction subsidiaries would not have any obligation or liability with respect to this loan.
Rumble believes the Potential Offer, if completed, would fundamentally transform Rumble into a global AI cloud leader. Upon acquiring all outstanding Northern Data shares, Rumble expects that it would integrate Ardent, Northern Data’s data center business, and Taiga, Northern Data’s GPU as a service business, into Rumble’s existing operations. The Taiga business has a significant number of Nvidia GPUs, including approximately 20,480 H100s and 2,048 H200s. Ardent and Northern Data Group have five owned data center sites with energized capacity potential of nearly 850 MW, alongside several strategically located co-located sites. This owned energized capacity includes its site in Maysville, Georgia which, upon completion, is anticipated to deliver up 180MW of capacity.3
Tether, the largest company in the digital assets industry and the most widely used dollar stablecoin in the world, has advised Rumble that it supports the Potential Offer. When Tether made its $775M investment into Rumble in February 2025, it was predicated on the mutual desire to challenge big tech in all areas – with a deep focus on video and cloud.
Tether has indicated that in connection with the Potential Offer it would, subject to agreement of definitive documentation, commit to the following:
- Subject to agreement of definitive documentation, selling its entire shareholding in Northern Data (representing approximately 54% of Northern Data’s outstanding shares) to Rumble in exchange for newly issued Class A shares of Rumble common stock (or pre-funded warrants thereto) at the same exchange ratio offered to Northern Data shareholders in the Potential Offer;
- As a result of such exchange, significantly expanding its investment in Rumble, evidencing its continued conviction that Rumble represents a unique business opportunity;
- Becoming an important customer of Rumble following completion of the transaction, with a multi-year commitment to purchase GPUs; and
- Amending the current loan to Northern Data, thereby providing sufficient financial headway for the acquired business.
The Potential Offer and related transactions would be the latest step towards Rumble’s and Tether’s shared vision to democratize compute while providing unfettered access to infrastructure. This would all be achieved by the delivery of GPU as a service and data center power – both of which would leverage Rumble’s existing high-growth cloud business.
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