M&A: Rumble Inc.

Form Type: PRE 14C

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001782

Comments: Rumble Inc. has filed a Preliminary Information Statement informing its stockholders of a corporate action approved by the Majority Stockholder, Christopher Pavlovski, on December 20, 2024. The Majority Stockholder, holding at least 88% of the voting power, consented in writing to the issuance of new shares of Class A common stock to Tether Investments Limited as part of a strategic investment totaling $775 million, comprising 103,333,333 shares at $7.50 each. This investment aims to support various business initiatives including growth strategies and a self-tender offer to repurchase shares up to 70 million at the same price. Notably, supporting stockholders, including several executive officers, have committed to tender shares in this offer. Post-transaction, Tether's involvement will not alter Rumble's governance structure or voting control. There will be an impact on the existing stockholders' ownership due to shares dilution, with concerns regarding control dynamics and share availability in the market. The document also clarifies no votes or actions from stockholders are solicited, in accordance with Delaware corporate law. The effective date for this plan is set for 20 days following the mailing of this document to registered stockholders.

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Form Type: PRER14C

Filing Date: 2025-01-08

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025001955

Comments: On December 20, 2024, Rumble Inc. approved a strategic investment by Tether Investments Limited (Tether) amounting to $775 million, consisting of 103,333,333 newly issued shares of Class A common stock at a price of $7.50 per share. This action was taken by the Majority Stockholder, Christopher Pavlovski, through written consent, and complies with Nasdaq Rule 5635. The investment will support growth initiatives, with $250 million earmarked for this purpose. Additionally, Rumble plans to use remaining proceeds to fund a self tender offer of up to 70 million shares at the same price. The majority of existing stockholders have agreed to tender shares in the offer, with Pavlovski committing to 10 million shares. After the investment, Rumble's governance structure remains unchanged, with Tether acquiring no board representation or veto rights. The transaction is described as having a dilutive effect on existing stockholders, potentially impacting voting power and market price due to the increase in total shares.

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Form Type: PRE 14C

Filing Date: 2024-12-31

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024114051

Comments: On December 20, 2024, Christopher Pavlovski, the Majority Stockholder of Rumble Inc., approved, via written consent, the issuance of shares of Class A common stock to Tether Investments Limited as part of a strategic investment amounting to $775 million for 103,333,333 shares at a price of $7.50 each. This transaction, detailed in the Transaction Agreement, denotes Tether's intent to explore advertising and crypto payment solutions with Rumble. The acquisition method allows the Majority Stockholder to bypass a meeting for approvals, leveraging their sufficiency of voting power, effectively authorizing the action without wider stockholder consent. Following the transaction, Rumble will simultaneously commence a self-tender offer to buy back up to 70 million shares at the same price of $7.50 per share. The investment is seen as having a net dilutive effect on existing stockholders, reducing their ownership percentages while injecting significant funds for growth initiatives. Tether will not gain control over Rumble's governance post-acquisition; provisions limit its ability to oust or designate board members, thereby ensuring the existing leadership remains intact.

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Form Type: SC TO-C

Filing Date: 2024-12-23

Corporate Action: Acquisition

Type: New

Accession Number: 000121390024111298

Comments: On December 20, 2024, Rumble Inc. announced it entered into a definitive agreement with Tether Investments Limited for a strategic investment. This collaboration could lead to potential benefits in areas such as increased advertising revenue, cloud revenue, and the possibility of expanding into cryptocurrency payments. The company indicated that this investment is part of its broader business strategy and that there are various risks associated with the transaction, including uncertainties regarding timing, potential competing offers, and stockholder litigation risks. The company emphasized its forward-looking statements regarding the anticipated outcomes of the agreement.

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