RUM Group Inc. (NASDAQ:RUM) ("RUM Group" or the "Company") today announced that it expects to acquire additional outstanding shares of Northern Data AG ("Northern Data"), a leading provider of AI and high-performance computing (HPC) infrastructure, to increase its ownership in Northern Data from 85.2% to approximately 98%. RUM Group also delivered notice to Northern Data that it intends to commence squeeze-out proceedings under the German Stock Corporation Act to acquire the remaining approximately 2% of Northern Data’s outstanding shares, which, upon completion, will bring RUM Group’s ownership percentage to 100%.
RUM Group is acquiring the additional shares from Tether Investments, S.A. de C.V. ("Tether") under the existing Transaction Support Agreement, pursuant to which Tether agreed to exchange, at the end of each calendar month, any additional Northern Data shares acquired by Tether for shares of RUM Class A common stock (or pre-funded warrants in lieu thereof) at the Offer Ratio of 2.0281 shares of RUM Class A common stock for each Northern Data share delivered. On September 2, 2026, Tether reported that it had agreed to acquire 8,256,155 Northern Data shares. RUM Group understands that these acquisitions are expected to settle in time to allow for an exchange of the acquired Northern Data shares against newly issued pre-funded warrants with RUM Group on or about September 30, 2026 under the terms of the Transaction Support Agreement.
Upon acquisition of the additional Northern Data shares from Tether, RUM Group will submit a formal squeeze-out request to Northern Data. The price to be paid in the squeeze-out may differ from the market price of Northern Data shares and prices paid by other shareholders in bilateral trades, including by Tether.
This announcement comes on the heels of a previously announced $13.7 billion GPU services agreement with an unaffiliated U.S.-based third party cloud customer for the Company’s site in Maysville, GA (see Form 8-K).
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