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, 25 August 2023
Reference is made to the offer document dated 27 July 2023 (the "Offer
Document") for the recommended voluntary offer (the "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 Price"). The Offer Price represents the Offeror's best and final
offer to the shareholders of Kahoot!.
The Offeror hereby announces an extension of the offer period under the Offer
(the "Offer Period") until 8 September 2023 at 16:30 (CEST).
The Offeror maintains its right at any time on one or several times to further
extend the Offer Period on the terms and conditions set out in the Offer
Document, but under no circumstances beyond 6 October 2023 at 24:00 (CEST).
The extension of the Offer Period is made pursuant to Sections 1.10 (Offer
Period) and 1.16 (Amendments of the Offer) of the Offer Document.
Settlement of the Offer shall take place no later than twenty (20) business days
after the date on which the Offeror has announced that the closing conditions
for the Offer relating to "Minimum Acceptance" and "Regulatory Approvals", as
defined in the Offer Document, have been fulfilled or waived by the Offeror, and
subject to the other conditions for the Offer, as further set out in Section 1.6
(Closing Conditions) in the Offer Document being fulfilled or waived, until the
settlement of the Offer.
The Offeror currently expects to obtain all required approvals for satisfaction
of the closing condition "Regulatory Approvals" by mid-October 2023.
Oslo Børs has, in its capacity as Takeover Authority of Norway, approved the
extension of the Offer Period and otherwise reviewed this announcement prior to
its publication.
All terms and conditions of the Offer as set out in the Offer Document (other
than the amendments made pursuant to this announcement) remain unchanged.
Completion of the Offer is subject to the fulfilment or waiver by the Offeror of
the closing conditions set out in the Offer Document. 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,
with the amended Offer Period as described herein.
The Offeror will provide an update of the level of acceptances before the Oslo
Stock Exchange opens for trading on 28 August 2023 due to ongoing counting of
received acceptances by the Offeror's receiving agent.
As of the date of this announcement, the Offeror does not hold shares in the
Company.
Acceptances of the Offer already received will remain binding and there is no
need for shareholders that have already accepted the Offer to take any further
action to confirm their acceptances.
The Offer is only capable of being accepted pursuant to the Offer Document, and
the complete terms and conditions for the Offer are included in the Offer
Document. Shareholders that want to accept the Offer must fill out and return
the acceptance form which is included in the Offer Document by 16:30 (CEST) on 8
September 2023 and in accordance with procedures set out in the Offer Document.
The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, 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.
Media relations
For Goldman Sachs
Joseph Stein, Corporate Communications
+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.
When published, the Offer Document and related acceptance forms will 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.
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