DGAP-Adhoc: Northern Data sells Texas site to Riot Blockchain Inc. for approximately EUR 550 million in cash and shares – No impact on operating EBITDA guidance for fiscal 2021

AD HOC

Northern Data sells Texas site to Riot Blockchain
Inc. for approximately EUR 550 million in cash and
shares – No impact on operating EBITDA guidance for
fiscal 2021 due to multi-site approach and strong
growth of remaining sites

Frankfurt am Main – April 8, 2021 – Northern
Data AG (XETRA: NB2, ISIN: DE000A0SMU87) sells its
U.S. subsidiary Whinstone US Inc. to Riot Blockchain
Inc. The purchase price, after closing of the
transaction, consists of a cash payment (cash and
debt-free) of approx. EUR 67 million and 11.8 million
common shares of Riot Blockchain Inc., which
corresponds to a total value of approximately EUR 481
million based on the last Riot Blockchain share price
(record date April 7, 2021: USD 48.37). Consequently,
the total volume of the transaction amounts to
approximately EUR 548 million. Upon closing of the
transaction, Northern Data AG will own approximately
12% of the total outstanding common stock of Riot
Blockchain Inc.

Accordingly, the reporting of Northern Data AG will
continue without the consolidation of Whinstone US
Inc. in the future. Special effects from the
transaction and effects from the current financial
year of Whinstone US Inc. are expected to generate
special income for Northern Data in the
mid-three-digit million-euro range based on current
knowledge, which is expected to be booked in H1 2021.
This information is subject to any deviations due to
the ongoing conversion of the Group’s accounting from
HGB to IFRS. Details on this will be announced
shortly in the context of the publication of the
Annual Report 2020. The execution of the transaction
is also subject to an antitrust review.

The sale of the Texas site and the resulting
transaction proceeds will enable Northern Data to
accelerate its profitable growth trajectory by
further diversifying its global portfolio of sites
and more rapidly expanding and developing them for,
among other things, the highly profitable operation
of its GPU-based HPC cluster. Currently, 6 sites are
in operation and 8 more sites are under development.

Due to the strong, profitable growth of the other
data center sites the operating EBITDA forecast for
2021 in the order of EUR 100 million to EUR 125
million remains unchanged. The operating EBITDA
forecast includes the YTD business performance, but
no one-off effects from the transaction and effects
from the current fiscal year of Whinstone US Inc. The
company now expects to generate revenues in the
amount of EUR 285 million to EUR 325 million in
fiscal year 2021. Originally, revenues of EUR 350
million to EUR 400 million and EBITDA of EUR 100
million to EUR 125 million were forecast.

Investor Relations:
Jens-Philipp Briemle
Head of Investor Relations
An der Welle 3
60322 Frankfurt am Main
E-Mail: jens-philipp.briemle@northerndata.de
Phone: +49 171 557 6989