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, 15 December 2023
Reference is made to the offer document dated 15 November 2023 (the "Offer
Document") for the mandatory offer by Kangaroo BidCo AS (the "Offeror") to
acquire all outstanding shares (the "Shares") in Kahoot! ASA ("Kahoot!" or the
"Company") not already owned by the Offeror for a cash consideration of NOK
35.00 per Share (the "Offer"). Reference is further made to the announcement
dated 14 December 2023 regarding the extension of the offer period under the
Offer (the "Offer Period") to 28 December 2023 at 16.30 (Norwegian time). The
Offer Price represents the Offeror's best and final offer to the shareholders of
Kahoot!.
As of the date hereof at 08.00 (Norwegian time), and subject to customary
verification, the Offeror has received acceptances of the Offer for a total of
5,504,972 Shares, which taken together with the 414,176,959 Shares held by the
Offeror as of launch of the Offer and the 3,760,496 Shares acquired or agreed to
be acquired outside the Offer during the Offer Period, equals 423,442,427
Shares, representing approximately 85.92% of the share capital and voting rights
in the Company.
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, subject to the extension of the Offer Period to 16:30 (Norwegian time)
on 28 December 2023, as set out in the announcement dated 14 December 2023.
Shareholders that want to accept the Offer must fill out and return the
acceptance form which is included in the Offer Document, or as available on the
webpage of Danske Bank, Norwegian Branch (the "Receiving Agent"), by 16.30
(Norwegian time) on 28 December 2023 in accordance with procedures set out in
the Offer Document or on the webpage of the Receiving Agent.
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
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