Latham & Watkins Advises Northern Data in Business Combination Agreement With Rumble

Northern Data AG (ETR: NB2), a leader in AI and high-performance-computing (HPC) infrastructure, announced that it has entered into a business combination agreement with Rumble Inc. (NASDAQ: RUM) in connection with Rumble’s intention to make a tender offer (the Proposed Offer) for 100% of the outstanding shares of Northern Data. Each Northern Data shareholder who tenders its shares will receive 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 US$200 million. Tether, the creator of the world’s most used stablecoin and a significant shareholder of Northern Data, has agreed to support the transaction and has further agreed to become an anchor customer of the combined group following the closing.

Latham & Watkins LLP represents Northern Data in the transaction with a corporate deal team led by New York partners Robert Katz and James Gorton and counsel Ben Kaplan, with associates Lachlan Sievert, Jesse Lake, Daniel Maggen, and Zainab Hashmi. Advice was provided on employee benefits and executive compensation matters by Boston partner Josh Friedman; on tax matters by New York partner Matthew Dewitz, with associate Chuqiao (Chris) Zhao; on antitrust matters by Washington, D.C. partners Jason Cruise and Patrick English; and on regulatory matters by Washington, D.C. partner Les Carnegie.