Rumble Announces Final Results of its Tender Offer
Rumble (NASDAQ:RUM) has completed its tender offer, purchasing 70,000,000 shares of Class A common stock at $7.50 per share, totaling $525 million. The tender offer, which expired on February 4, 2025, received 70,061,168 valid share tenders. Due to oversubscription, shares were accepted on a pro-rata basis with a factor of 0.9991284, except for odd lots which were fully accepted.
The tender offer was executed as part of a Transaction Agreement with Tether Investments from December 20, 2024. Of the tendered shares, 70,000,000 came from existing stockholders, including executive officers and directors who had previously agreed to tender through separate support agreements. These agreements ensured their participation at the same $7.50 per share price and proration terms as other stockholders.
Rumble (NASDAQ:RUM) ha completato la sua offerta di acquisto, acquistando 70.000.000 azioni di azioni ordinarie di Classe A a $7,50 per azione, per un totale di $525 milioni. L'offerta di acquisto, scaduta il 4 febbraio 2025, ha ricevuto 70.061.168 richieste valide di acquisto di azioni. A causa del sovrasottoscrizione, le azioni sono state accettate su base pro-rata con un fattore di 0,9991284, eccetto per le frazioni che sono state accettate per intero.
L'offerta di acquisto è stata eseguita come parte di un Accordo di Transazione con Tether Investments dal 20 dicembre 2024. Delle azioni offerte, 70.000.000 provenivano da azionisti esistenti, inclusi funzionari e direttori esecutivi che avevano precedentemente accettato di offrire attraverso accordi di supporto separati. Questi accordi hanno garantito la loro partecipazione allo stesso prezzo di $7,50 per azione e alle stesse condizioni di ripartizione degli altri azionisti.
Rumble (NASDAQ:RUM) ha completado su oferta de compra, adquiriendo 70,000,000 acciones de acciones ordinarias Clase A a $7.50 por acción, con un total de $525 millones. La oferta de compra, que expiró el 4 de febrero de 2025, recibió 70,061,168 solicitudes válidas de compra de acciones. Debido a la sobre suscripción, las acciones fueron aceptadas en una base pro-rata con un factor de 0.9991284, excepto por lotes impares que fueron aceptados en su totalidad.
La oferta de compra se ejecutó como parte de un Acuerdo de Transacción con Tether Investments desde el 20 de diciembre de 2024. De las acciones ofrecidas, 70,000,000 provenían de accionistas existentes, incluidos funcionarios ejecutivos y directores que previamente habían acordado ofrecer a través de acuerdos de apoyo separados. Estos acuerdos aseguraron su participación al mismo precio de $7.50 por acción y los mismos términos de prorrateo que los otros accionistas.
럼블 (NASDAQ:RUM)이 70,000,000주의 A등급 보통주를 주당 $7.50에 매입하는 공모를 완료했으며, 총액은 $525 백만입니다. 2025년 2월 4일에 만료된 이 공모는 70,061,168주의 유효한 요청을 받았습니다. 초과 청약으로 인해 주식은 0.9991284의 비율로 승인되었으며, 기이한 물량 제외하고는 전체가 승인되었습니다.
이 공모는 2024년 12월 20일 Tether Investments와의 거래 계약의 일환으로 진행되었습니다. 청약된 주식 중 70,000,000주는 기존 주주들로부터 나왔으며, 여기에는 별도의 지원 계약을 통해 청약하기로 이전에 합의한 임원과 이사들도 포함됩니다. 이러한 계약은 다른 주주들과 동일한 주당 $7.50의 가격 및 비례 조건으로 그들의 참여를 보장했습니다.
Rumble (NASDAQ:RUM) a complété son offre publique d'achat, en acquérant 70 000 000 d'actions ordinaires de Classe A à 7,50 $ par action, pour un total de 525 millions $. L'offre, qui a expiré le 4 février 2025, a reçu 70 061 168 appels d'offres d'actions valides. En raison de la sursouscription, les actions ont été acceptées sur une base pro-rata avec un facteur de 0,9991284, sauf pour les lots impairs qui ont été entièrement acceptés.
L'offre a été effectuée dans le cadre d'un Accord de Transaction avec Tether Investments du 20 décembre 2024. Parmi les actions offertes, 70 000 000 provenaient d'actionnaires existants, y compris des dirigeants et des administrateurs qui avaient précédemment accepté de soumettre des offres à travers des accords de soutien séparés. Ces accords ont assuré leur participation au même prix de 7,50 $ par action et aux mêmes conditions de prorata que les autres actionnaires.
Rumble (NASDAQ:RUM) hat sein Übernahmeangebot abgeschlossen und 70.000.000 Aktien der Klasse A zum Preis von 7,50 $ pro Aktie erworben, was insgesamt 525 Millionen $ ergibt. Das Übernahmeangebot, das am 4. Februar 2025 ablief, erhielt 70.061.168 gültige Aktienangebote. Aufgrund der Überzeichnung wurden die Aktien pro-rata mit einem Faktor von 0,9991284 akzeptiert, mit Ausnahme von ungeraden Losen, die vollständig akzeptiert wurden.
Das Übernahmeangebot wurde im Rahmen eines Transaktionsvertrags mit Tether Investments vom 20. Dezember 2024 ausgeführt. Von den angebotenen Aktien kamen 70.000.000 von bestehenden Aktionären, einschließlich Führungskräften und Direktoren, die zuvor zugestimmt hatten, über separate Unterstützungsvereinbarungen zu bieten. Diese Vereinbarungen sicherten ihre Teilnahme zum gleichen Preis von 7,50 $ pro Aktie und zu den gleichen Teilungsbedingungen wie andere Aktionäre.
- Successful completion of large-scale $525 million share buyback
- Strong stockholder participation with oversubscribed tender offer
- Executive officers and directors participated in the tender offer, showing alignment with shareholders
- Significant cash expenditure of $525 million reducing company's cash reserves
Insights
This substantial tender offer represents a significant capital return event that materially impacts Rumble's financial structure and shareholder value. At
The tender price of
The involvement of Tether Investments adds an intriguing dimension to this transaction. As a major player in the cryptocurrency space, Tether's participation could signal potential strategic synergies between digital content distribution and blockchain technology. This relationship could open new opportunities for Rumble in the web3 space.
For remaining shareholders, this tender offer is notably positive. The significant share count reduction will increase their proportional ownership and earnings per share. Additionally, the strong insider participation through tender support agreements aligns management interests with long-term shareholder value.
From a balance sheet perspective, this
LONGBOAT KEY, Fla, Feb. 05, 2025 (GLOBE NEWSWIRE) -- Rumble (NASDAQ:RUM) (“Rumble” or the “Company”), 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
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
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
Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson LLC, at (833) 880-2584 (toll free) or by email at RumbleOffer@Georgeson.com. The dealer manager for the tender offer was Cantor Fitzgerald & Co.
ABOUT RUMBLE
Rumble is a high-growth video platform and cloud services provider that is creating an independent infrastructure. Rumble's mission is to restore the internet to its roots by making it free and open once again. For more information, visit: corp.rumble.com.
Forward-Looking Statements
Certain statements in this press release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this press release that are not historical facts are forward-looking statements and include, for example, statements regarding our expectations or beliefs regarding our proposed transaction with Tether. Certain of these forward-looking statements can be identified by using words such as "anticipates," "believes," "intends," "estimates," "targets," "expects," "endeavors," "forecasts," "well underway," "could," "will," "may," "future," "likely," "on track to deliver," "on a trajectory," "continues to," "looks forward to," "is primed to," "plans," "projects," "assumes," "should" or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking statements included in this release are based on our current beliefs and expectations of our management as of the date of this release. These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include uncertainties as to the timing of the transactions; uncertainties as to the percentage of shares of Rumble stock tendered, and the resulting proration factor, in the offer; the possibility that various closing conditions for the transactions may not be satisfied or waived; the risk that we may be unable to derive additional benefits from the relationship with Tether, including increased advertising revenue, cloud revenue, and expansion into cryptocurrency payments; the risk that stockholder litigation in connection with the transactions may result in significant costs of defense, indemnification and liability; risks inherent with our increasing affiliation with crypto assets, including volatility; as well as regulatory and reputational risks; the risks of implementing a new treasury diversification strategy; our ability to grow and manage future growth profitably over time, maintain relationships with customers, compete within our industry and retain key employees; the possibility that we may be adversely impacted by economic, business, and/or competitive factors; our limited operating history makes it difficult to evaluate our business and prospects; our recent and rapid growth may not be indicative of future performance; we may not continue to grow or maintain our active user base, and may not be able to achieve or maintain profitability; risks relating to our ability to attract new advertisers, or the potential loss of existing advertisers or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets; Rumble Cloud, our recently launched cloud services business, may not achieve success and, as a result, our business, financial condition and results of operations could be adversely affected; negative media campaigns may adversely impact our financial performance, results of operations, and relationships with our business partners, including content creators and advertisers; spam activity, including inauthentic and fraudulent user activity, if undetected, may contribute, from time to time, to some amount of overstatement of our performance indicators; we collect, store, and process large amounts of user video content and personal information of our users and subscribers and, if our security measures are breached, our sites and applications may be perceived as not being secure, traffic and advertisers may curtail or stop viewing our content or using our services, our business and operating results could be harmed, and we could face governmental investigations and legal claims from users and subscribers; we may fail to comply with applicable privacy laws; we are subject to cybersecurity risks and interruptions or failures in our information technology systems and, notwithstanding our efforts to enhance our protection from such risks, a cyber incident could occur and result in information theft, data corruption, operational disruption and/or financial loss; we may be found to have infringed on the intellectual property of others, which could expose us to substantial losses or restrict our operations; we may face liability for hosting a variety of tortious or unlawful materials uploaded by third parties, notwithstanding the liability protections of Section 230 of the Communications Decency Act of 1996; we may face negative publicity for removing, or declining to remove, certain content, regardless of whether such content violated any law; paid endorsements by our content creators may expose us to regulatory risk, liability, and compliance costs, and, as a result, may adversely affect our business, financial condition and results of operations; our traffic growth, engagement, and monetization depend upon effective operation within and compatibility with operating systems, networks, devices, web browsers and standards, including mobile operating systems, networks, and standards that we do not control; our business depends on continued and unimpeded access to our content and services on the internet and, if we or those who engage with our content experience disruptions in internet service, or if internet service providers are able to block, degrade or charge for access to our content and services, we could incur additional expenses and the loss of traffic and advertisers; we face significant market competition, and if we are unable to compete effectively with our competitors for traffic and advertising spend, our business and operating results could be harmed; we rely on data from third parties to calculate certain of our performance metrics and real or perceived inaccuracies in such metrics may harm our reputation and negatively affect our business; changes to our existing content and services could fail to attract traffic and advertisers or fail to generate revenue; we derive the majority of our revenue from advertising and the failure to attract new advertisers, the loss of existing advertisers, or the reduction of or failure by existing advertisers to maintain or increase their advertising budgets would adversely affect our business; we depend on third-party vendors, including internet service providers, advertising networks, and data centers, to provide core services; hosting and delivery costs may increase unexpectedly; we have offered and intend to continue to offer incentives, including economic incentives, to content creators to join our platform, and these arrangements may involve fixed payment obligations that are not contingent on actual revenue or performance metrics generated by the applicable content creator but rather are based on our modeled financial projections for that creator, which if not satisfied may adversely impact our financial performance, results of operations and liquidity; we may be unable to develop or maintain effective internal controls; potential diversion of management's attention and consumption of resources as a result of acquisitions of other companies and success in integrating and otherwise achieving the benefits of recent and potential acquisitions; we may fail to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; changes in tax rates, changes in tax treatment of companies engaged in e-commerce, the adoption of new tax legislation, or exposure to additional tax liabilities may adversely impact our financial results; compliance obligations imposed by new privacy laws, laws regulating social media platforms and online speech in certain jurisdictions in which we operate, or industry practices may adversely affect our business; and those additional risks, uncertainties and factors described in more detail under the caption "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, and in our other filings with the Securities and Exchange Commission (the “SEC”). We do not intend, and, except as required by law, we undertake no obligation, to update any of our forward-looking statements after the issuance of this release to reflect any future events or circumstances. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Rumble on Social Media Investors and others should note that we announce material financial and operational information to our investors using our investor relations website (investors.rumble.com), press releases, SEC filings and public conference calls and webcasts. We also intend to use certain social media accounts as a means of disclosing information about us and our services and for complying with our disclosure obligations under Regulation FD: the @rumblevideo X (formerly Twitter) account (x.com/rumblevideo), the @gamingonrumble X (formerly Twitter) account (x.com/gamingonrumble), the @rumble TRUTH Social account (truthsocial.com/@rumble), the @chrispavlovski X (formerly Twitter) account (x.com/chrispavlovski), and the @chris TRUTH Social account (truthsocial.com/@chris), which Chris Pavlovski, our Chairman and Chief Executive Officer, also uses as a means for personal communications and observations. The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these social media channels in addition to following our press releases, SEC filings and public conference calls and webcasts. The social media channels that we intend to use as a means of disclosing the information described above may be updated from time to time as listed on our investor relations website.
For investor inquiries, please contact:
Rumble IR
Shannon Devine
MZ Group, MZ North America
203-741-8811
rumble@mzgroup.us
Rumble PR
press@rumble.com
FAQ
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