Ashurst is advising the Management Board and the Supervisory Board of Northern Data AG in connection with the intended public exchange offer by Rumble Inc. Ashurst had already advised the Management Board and the Supervisory Board in November on the conclusion of a Business Combination Agreement.
Under the Offer published on 13 April, Rumble is offering each Northern Data shareholder who tenders their shares 2.0281 newly issued Rumble Class A shares for each share in the Company. Completion of the Offer is subject, among other things, to regulatory clearances and the absence of any legal or regulatory prohibition on completion. No minimum acceptance threshold is provided for as a condition to the Offer.
Under the BCA, Rumble has undertaken, in particular for a period of at least three years following completion of the Offer, not to enter into a domination and profit and loss transfer agreement with the Company. In addition, the parties have agreed that the listing of Northern Data on the open market segment (Freiverkehr) of the Munich Stock Exchange shall be terminated following completion of the transaction.
The total transaction volume amounts to approximately US$1 billion.
Listed Northern Data AG develops and operates global infrastructure solutions in the field of HPC and provides infrastructure for various HPC applications in areas such as Bitcoin mining, blockchain, artificial intelligence, big data analytics, IoT and rendering.
The Ashurst team is led by Prof. Dr. Florian Drinhausen (Partner) and includes Jeffrey Johnson (US law), Astrid Keinath (Counsel), Quynh Anh Le (Senior Associate) and Jan Spiesmacher (Associate), all Corporate Transactions.
