NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 28 August 2023
Reference is made to the offer document dated 27 July 2023 (the "Offer
Document") for the recommended voluntary offer by Kangaroo BidCo AS (the
"Offeror") to acquire all outstanding shares (the "Shares") in Kahoot! ASA
("Kahoot!" or the "Company") for a cash consideration of NOK 35.00 per Share
(the "Offer"). Reference is further made to the announcement dated 25 August
2023 regarding the extension of the offer period under the Offer (the "Offer
Period") to 8 September 2023 at 16.30 CEST.
As of the date hereof at 08.00 hours CEST, and subject to customary
verification, the Offeror has received acceptances of the Offer for a total of
142,515,476 Shares, which, taken together with the 148,015,955 Shares to which
the Offeror is conditionally entitled pursuant to the investment agreement dated
14 July 2023, equals 290,531,431 Shares, equivalent to approximately 58.95% of
the share capital and voting rights in the Company.
The Offeror is pleased that a significant majority of the equity has already
committed to the Offer during the initial offer period. The Offeror also notes
that several large international and Norwegian institutional shareholders have
tendered their shares to the Offer and based on recent conversations understands
that other institutions are currently finalising their evaluation process.
Considering feedback received from certain shareholders, who have indicated that
they need additional time to tender their shares or evaluate the Offer, the
Offeror decided to extend the Offer Period by another two weeks until 8
September 2023. As previously communicated, the Offeror is working on the
regulatory workstreams and currently expects to obtain all required regulatory
approvals by mid-October 2023.
Michael Bruun, Global co-Head of Private Equity at Goldman Sachs Asset
Management, said "On behalf of the offeror, we would like to thank the
shareholders of Kahoot! who have already tendered their shares into our offer.
We believe that the level of acceptances in this initial offer period is a vote
of confidence and an acknowledgment of the attractiveness of our offer. Looking
ahead, we are excited to continue our dialogue with shareholders and are pleased
to have announced an extension of the offer period, providing additional
opportunity to those who may require more time or wish to evaluate further. We
note that several significant international and Norwegian institutional
shareholders have tendered their shares and based on recent conversations
understand that other institutions are currently finalising their evaluation
process. We look forward to partnering with Kahoot! to support and invest in the
company's organic and M&A-led growth."
The Offeror would like to take the opportunity to reiterate the merits of its
Offer for Kahoot!'s shareholders, including the ability to fully monetise their
holdings at a 33% and 62% premium to the 3 months volume-weighted average price
(VWAP) and 6 months VWAP as of 13 July 2023, respectively. Further, the Offer
values Kahoot!'s equity at NOK 17.2 billion, which represents implied multiples
of approx. 10 times the Company's revenues and approx. 40 times its adjusted
EBITDA for the last twelve months. The Offer has been unanimously recommended by
the board of directors of Kahoot!* and PwC has issued an independent expert
statement declaring the Offer, from a financial point of view, as fair to the
Kahoot! shareholders, as further described in the announcement dated 14 August
2023.
The Offer price represents the Offeror's best and final offer to the
shareholders of Kahoot!.
Andreas Hansson, Chairman of the board of directors at Kahoot!, said: "The board
continues to believe the offer to be in the best interests of Kahoot! and our
shareholders, and that the offer will benefit our employees, customers and
partners. The board believes the share offer price is fair to the shareholders
based on a robust valuation framework and the offer provides a premium to
analysts' target price consensus prior to the offer being launched. The board
recommends the offer, which has also been supported by the independent statement
from PwC."
The complete terms and conditions for the Offer, including procedures for how to
accept the Offer and detailed information regarding settlement, are set out in
the Offer Document, which, subject to regulatory restrictions in certain
jurisdictions, is available at the following webpage:
https://danskebank.no/kahoot.
Subject to regulatory restrictions in certain jurisdictions, the Offer Document
may also be obtained free of charge during ordinary business hours at the
offices of the receiving agent, Danske Bank Norwegian Branch, Bryggetorget 4,
N-0250 Oslo, Norway.
*Excluding any members of the board of directors of Kahoot! having a conflict of
interest.
Media relations
For Goldman Sachs
Joseph Stein, Corporate Communications
Phone: +44 207 774 4080
For Kahoot!
Axel Heiberg-Andersen, Sr. Communications Manager
Phone: +47 924 97 627
Email: axelh@kahoot.com
Press inquiries: press@kahoot.com
Ken Østreng, CFO
Phone: +47 911 51 686
Email: keno@kahoot.com
For General Atlantic
Emily Japlon
Email: media@generalatlantic.com
Important notice
The Offer and the distribution of this announcement and other information in
connection with the Offer may be restricted by law in certain jurisdictions. The
Offer Document and related acceptance forms are not and may not be distributed,
forwarded or transmitted into or within any jurisdiction where prohibited by
applicable law, including, without limitation, Canada, Australia, New Zealand,
South Africa, Hong Kong and Japan. The Offeror does not assume any
responsibility in the event there is a violation by any person of such
restrictions. Persons in the United States should review "Notice to U.S.
Holders" below. Persons into whose possession this announcement or such other
information should come are required to inform themselves about and to observe
any such restrictions.
This announcement is for information purposes only and is not a tender offer
document and, as such, is not intended to and does not constitute or form any
part of an offer or the solicitation of an offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of any securities, or the solicitation
of any vote or approval in any jurisdiction, pursuant to the Offer or otherwise.
Investors may accept the Offer only on the basis of the information provided in
the Offer Document. Offers will not be made directly or indirectly in any
jurisdiction where either an offer or participation therein is prohibited by
applicable law or where any tender offer document or registration or other
requirements would apply in addition to those undertaken in Norway.
Shareholders of Kahoot! must rely upon their own examination of the Offer
Document. Each shareholder should study the Offer Document carefully in order to
be able to make an informed and balanced assessment of the Offer and the
information that is discussed and described therein. Shareholders should not
construe the contents of this announcement as legal, tax or accounting advice,
or as information necessarily applicable to each shareholder. Each shareholder
should seek independent advice from its own financial and legal advisors prior
to making a decision to accept the Offer.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit
estimate and no statement in this announcement should be interpreted to mean
that earnings or earnings per Share for the current or future financial years
would necessarily match or exceed the historical published earnings or earning
per Share.
Forward-looking statements
This announcement, oral statements made regarding the Offer, and other
information published by the Offeror and/or Kahoot! may contain statements which
are, or may be deemed to be, "forward looking statements". Such forward looking
statements are prospective in nature and are not based on historical facts, but
rather on current expectations and on numerous assumptions regarding the
business strategies and the environment in which the Kahoot! group will operate
in the future and are subject to risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by those
statements. The forward looking statements contained in this announcement relate
to the Kahoot! group's future prospects, developments and business strategies,
the expected timing and scope of the Offer and other statements other than
historical facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the terms
"believes", "estimates", "will look to", "would look to", "plans", "prepares",
"anticipates", "expects", "is expected to", "is subject to", "budget",
"scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving",
"projects" "intends", "may", "will" or "should" or their negatives or other
variations or comparable terminology. Forward-looking statements may include
statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses, contract renewals and future prospects