Northern Data Moves Forward With Rumble Merger After Exchange Ratio Cut
Northern Data has entered into a merger agreement with U.S.-listed video platform Rumble Inc. (NASDAQ: RUM), formalizing plans for the latter to acquire all outstanding shares of the German high-performance computing and former bitcoin mining operator.
Under the proposed tender offer announced on Monday, Northern Data shareholders will receive 2.0281 newly issued Rumble Class A shares for each Northern Data share they tender—down from the 2.319 exchange ratio previously indicated when the deal was first noted in August.
The transaction is expected to launch and close in the second quarter of 2026, subject to regulatory approvals and other customary conditions.
The offer also includes a potential cash component of up to $200 million, contingent upon a successful sale and commercialization of Northern Data’s former Corpus Christi site in Texas. The company said a global infrastructure asset management firm is currently evaluating the location for potential high-performance computing (HPC) development under an exclusivity agreement.
As part of the agreement, Rumble and Northern Data outlined several commercial and financial arrangements to support the merger, including a new customer agreement with Tether worth up to $150 million over two years for GPU leasing. Rumble also agreed to fund up to $200 million of potential tax liabilities tied to the transaction.
At closing, Rumble will acquire Northern Data’s approximately €610 million shareholder loan from Tether. Half of that loan balance will be converted into Rumble stock at $7.88 per share, with the remaining half refinanced as a new secured loan from Tether to Rumble. Tether has committed not to terminate the existing loan before closing, and accrued interest will be capitalized.
No minimum acceptance threshold has been set for the tender offer. Tether, Northern Data CEO Aroosh Thillainathan’s affiliated entity, and another major shareholder—together holding about 72% of the company—have agreed to tender their shares under the same terms.
Both companies also agreed that no domination or profit and loss transfer agreement will be implemented for at least three years after the deal’s completion. Northern Data’s shares will be delisted from the Munich Stock Exchange’s open market upon Rumble’s request after closing, though no separate delisting offer will be made.
The merger agreement follows Northern Data’s announcement last week that it had divested its bitcoin mining subsidiary, Peak Mining, for up to $200 million. That sale was seen as a step toward simplifying its structure and focusing on cloud and HPC infrastructure ahead of its planned integration with Rumble.
