NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND,
SOUTH AFRICA, JAPAN, HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
Oslo, 15 November 2023
Reference is made to the announcement dated 13 October 2023 regarding passing of
the mandatory offer threshold in Kahoot! ASA ("Kahoot!" or the "Company").
Reference is further made to the announcement on 9 November 2023 regarding the
completion of the recommended voluntary best and final offer by Kangaroo BidCo
AS (the "Offeror") to acquire all outstanding shares ("Shares") in Kahoot!.
The Offeror is today launching a mandatory offer to acquire all issued and
outstanding Shares in Kahoot! not already owned by the Offeror (the "Offer").
The Offer is set out in the offer document dated 15 November 2023 (the "Offer
Document"). The Oslo Stock Exchange has, in its capacity as take-over
supervisory authority, approved the Offer and the Offer Document.
Michael Bruun, Global co-Head of Private Equity at Goldman Sachs Asset
Management, comments on behalf of the Offeror: "We are moving forward with the
launch of the mandatory offer, providing a final opportunity for additional
Kahoot! shareholders to tender their shares. This step comes as the Offeror now
holds or controls approx. 84.31% of the shares in Kahoot! following completion
of the voluntary offer on 9 November 2023. We look forward to continuing a
constructive dialogue with the remaining shareholders regarding our best and
final offer of NOK 35 per share."
Key terms of the Offer:
- Offer Price: NOK 35 in cash per Share (the "Offer Price")
- Offer Period: From and including 16 November 2023 to 16:30 hours (Norwegian
time) on 14 December 2023, subject to the extension at the sole discretion of
the Offeror (the "Offer Period"). The Offer Period will in no event be extended
beyond 28 December 2023.
- Receiving Agent: Danske Bank, Norwegian Branch
The Offer Price represents the best and final offer to the shareholders of
Kahoot!. The Offer Price will be reduced by the amount of any dividend or other
distributions made by the Company, as further set out in the Offer Document.
The Offer is only capable of being accepted pursuant to the Offer Document,
which will be distributed to all shareholders in the Company as registered in
the Company's shareholder register in Euronext VPS as of the date hereof, in
jurisdictions where the Offer Document may be lawfully distributed.
The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at the webpage of the receiving agent:
www.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.
The Offer will not be made in any jurisdiction in which the making of the Offer
would not be in compliance with the laws of such jurisdiction, and the Offer may
not be accepted by shareholders of Kahoot! who cannot legally accept the Offer.
Media relations
For Goldman Sachs
Joseph Stein, Corporate Communications
Phone: +44 207 774 4080
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