Rumble (RUM) reveal results of tender offer

Rumble (NASDAQ: RUM), the video-sharing platform and cloud services provider, announced today the final results of its tender offer to purchase up to 70,000,000 shares of its Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), at a purchase price of $7.50 per share, in cash, less any applicable withholding taxes and without interest, representing an aggregate purchase price of $525 million. The tender offer expired at 5:00 p.m., New York City time, on February 4, 2025.

Based on the final count by the depositary for the tender offer, 70,061,168 shares of common stock were validly and successfully tendered and not properly withdrawn.

Pursuant to the terms of the tender offer, Rumble has accepted for purchase 70,000,000 shares of common stock on a pro-rata basis, except for tenders of odd lots, which will be accepted in full, for a total cost of $525 million, excluding fees and expenses related to the tender offer. The proration factor for the tender offer, after giving effect to the priority of the odd lots, was 0.9991284. The depositary will promptly pay for the shares accepted for purchase and will return all other shares tendered and not purchased.

The tender offer was undertaken pursuant to the terms of the previously announced Transaction Agreement between Rumble and Tether Investments Limited, dated December 20, 2024. Of the 70,061,168 shares of common stock that were validly tendered and not properly withdrawn, 70,000,000 shares were tendered by certain existing stockholders of Rumble, including certain executive officers and directors of Rumble (or affiliates thereof), who had entered into separate tender and support agreements with the Company on December 20, 2024, pursuant to which such supporting stockholders agreed, among other things, to tender a minimum of 70,000,000 shares in the tender offer on the same terms and conditions as other stockholders of the Company, including with respect to the purchase price of $7.50 per share and the applicable proration provisions.

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