Rumble Inc. (NASDAQ: RUM) exchange offer: 2.0281 Rumble shares per ND share

Rhea-AI Filing Summary

Rumble Inc. submitted a voluntary public exchange offer to Northern Data shareholders proposing 2.0281 newly issued Rumble Class A common shares per Northern Data share. The Management Board and Supervisory Board of Northern Data unanimously recommend tendering and obtained a Jefferies fairness opinion. An additional acceptance period is open until June 1, 2026, and settlement is expected in mid-June 2026. The Management Board intends to apply for delisting promptly after settlement.

Insights

M&A Strategic Advisor

Boards recommend the exchange offer at a 2.0281 ratio with an independent fairness opinion.

The Management Board and Supervisory Board unanimously recommend acceptance, citing competitive scale, growth opportunities, and access to capital. Jefferies provided a fairness opinion concluding the exchange ratio is fair to Northern Data holders.

Timing items include an additional acceptance window until June 1, 2026 and expected settlement in mid-June 2026; the board plans to apply for delisting after settlement.

Key Figures

Exchange Ratio: 2.0281 shares per ND share Additional acceptance period end: June 1, 2026 (06:01 CET / 00:01 ET) Expected settlement: mid-June 2026

3 metrics

Exchange Ratio 2.0281 shares per ND share Exchange offer ratio stated in the boards' joint reasoned statement

Additional acceptance period end June 1, 2026 (06:01 CET / 00:01 ET) Deadline to tender Northern Data shares during the additional acceptance period

Expected settlement mid-June 2026 Anticipated timing for settlement of the exchange offer

Key Terms

voluntary public exchange offer, Exchange Ratio, fairness opinion, delisting

4 terms

voluntary public exchange offer regulatory

"submitted a voluntary public exchange offer (the “Offer”) to all of our shareholders"

Exchange Ratio financial

"the Offer Exchange Ratio of 2.0281 newly issued Rumble Class A Common Shares per ND Share"

The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.

fairness opinion financial

"Jefferies...has issued a fairness opinion concluding that the exchange ratio offered by Rumble is fair"

A fairness opinion is a professional assessment that evaluates whether the terms of a financial deal, such as a merger or acquisition, are fair from a financial point of view. It helps investors and stakeholders understand if the deal is reasonable and balanced, much like an independent expert giving an unbiased judgment on whether a price or agreement is fair. This assurance can increase confidence that the transaction is fair for all parties involved.

delisting regulatory

"The Management Board will apply for the delisting of Northern Data shares from the open market promptly following the settlement"

Delisting occurs when a company's stock is removed from a stock exchange and is no longer available for trading there. This can happen voluntarily or because the company no longer meets the exchange's requirements. For investors, delisting means they can no longer buy or sell shares of that company on the exchange, which may make it more difficult to sell their investments or affect the stock's value.

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Filed by: Rumble Inc.

Pursuant to Rule 425 under the Securities Act of 1933

Subject Company: Northern Data AG

CIK: 0001863502

On or about May 27, 2026, Northern Data AG distributed a letter to its shareholders. A copy of this letter appears below.

*****

Northern Data AG

Letter to our Shareholders

Regarding the Joint Reasoned Statement of the Management Board and the Supervisory Board on the Voluntary Public Exchange Offer by Rumble Inc.

Dear Shareholders,

Rumble Inc. (“Rumble”) (Nasdaq:RUM), the high-growth video-sharing platform and cloud services provider, submitted a voluntary public exchange offer (the “Offer”) to all of our shareholders, proposing an exchange of Northern Data shares for newly issued Rumble Class A common stock. After careful and thorough review, the Management Board and the Supervisory Board of Northern Data, on April 20, 2026, issued their Joint Reasoned Statement on Rumble’s Offer.

The Management Board and the Supervisory Board unanimously recommend that you accept Rumble’s Offer. All members of both Boards who hold shares in the Company have accepted the Exchange Offer. You can tender your Northern Data shares before the additional acceptance period expires on June 1, 2026.

A recommendation backed by an independent fairness opinion

After careful evaluation and obtaining expert external advice, the Management Board and the Supervisory Board believe that the Offer Exchange Ratio of 2.0281 newly issued Rumble Class A Common Shares per ND Share is fair, adequate and attractive. Our recommendation follows the evaluation of a broad range of considerations, including among others, a strengthened competitive position, further growth opportunities and improved access to capital. In addition, Jefferies, acting as financial advisor to Northern Data, has issued a fairness opinion concluding that the exchange ratio offered by Rumble is fair, from a financial point of view, to the holders of Northern Data shares. Rumble has announced that it does not intend to increase or extend its offer.

An opportunity to participate in a global AI platform

The business combination brings together two leading companies with complementary strengths, resources, assets and areas of expertise. The transaction represents a unique opportunity to create a potential market leader with an enhanced competitive position offering a vertically integrated AI platform. This platform realizes the benefits of owned AI compute infrastructure, proprietary data and a vast user base, laying a stronger foundation for long-term success. By tendering your Northern Data shares, you become a direct stockholder of Rumble Inc. and participate alongside Rumble’s existing shareholders in the future of the combined business.

Timeline to the settlement of the offer

An additional acceptance period is open until June 1, 2026, at 06:01 hrs. (Frankfurt time) / 00:01 hrs. (New York time). The settlement of the exchange offer is expected in mid-June 2026. The Management Board will apply for the delisting of Northern Data shares from the open market promptly following the settlement of the Offer. A separate delisting offer will not be required.

Additional information

ND Shareholders must make their own decision on whether or not to accept the Exchange Offer on the basis of the Offer Document, which is available on the offer website listed below, and all other sources of information available to them (including the further publications regarding the offer available on the offer website and any individual advice they may have obtained) and taking into account their individual tax and other concerns. Your custodian bank will be able to guide you through the tender procedure. Please note that it may have given you an earlier internal deadline for tendering your shares.

If you have any further questions about the Offer, please consult:

● Offer website: https://www.rumble-offer.com/

● Hotline: +49 69 92014 9712

● E-Mail: NorthernData_Rumble@emberapartners.com

On behalf of the Management Board and the Supervisory Board, we would like to thank you for the trust and support you have placed in Northern Data.

Sincerely,

The Management Board and the Supervisory Board of Northern Data AG

FAQ

What exchange ratio did Rumble (RUM) offer for Northern Data shares?

The Offer proposes an exchange ratio of 2.0281 newly issued Rumble Class A shares per Northern Data share. This ratio is the explicit conversion rate Northern Data shareholders would receive if they tender their shares during the acceptance period.

Do Northern Data’s boards recommend Rumble’s exchange offer (RUM)?

Yes. The Management Board and the Supervisory Board of Northern Data unanimously recommend accepting the Offer and state that all board members who hold shares have accepted the exchange offer themselves.

What independent advice supported Northern Data’s recommendation?

Jefferies acted as financial advisor and issued a fairness opinion concluding the exchange ratio is fair from a financial point of view to Northern Data shareholders. The boards cite external advice and a comprehensive review in support of their recommendation.

What are the key dates for tendering Northern Data shares in the Rumble (RUM) offer?

An additional acceptance period runs until June 1, 2026 (06:01 CET / 00:01 ET). The settlement of the exchange offer is expected in mid-June 2026, after which the Management Board will apply for delisting.

Will Northern Data be delisted if the Rumble offer settles?

The Management Board intends to apply for delisting of Northern Data shares from the open market promptly following settlement of the Offer. The letter states a separate delisting offer will not be required.