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OSLO,
Norway, July 14, 2023 /PRNewswire/ -- Kahoot! ASA
("Kahoot!") today announces an agreement for a recommended
voluntary all cash offer from the Private Equity business within
Goldman Sachs Asset Management, with co-investors General Atlantic
FT B.V. ("General Atlantic"), KIRKBI Invest A/S
("KIRKBI"), Glitrafjord AS and certain other investors and
management shareholders ("the Co-Investors", and
collectively with funds managed by Goldman Sachs Asset Management,
the "Investors"), to acquire all issued and outstanding
shares in Kahoot! (the "Shares") at a best and final offer
price of NOK 35 per Share (the
"Offer Price") (the "Offer"), representing an
aggregate equity purchase price of NOK 17.2
billion.
The Offer is being made through Kangaroo BidCo AS (the
"Offeror"), a newly formed Norwegian limited liability
company established by Goldman Sachs Asset Management for the
purpose of the Offer.
The board of directors of Kahoot! (excluding its members having
a conflict of interest) (the "Board") has unanimously
resolved that it has recommended the shareholders of Kahoot! (the
"Shareholders") to accept the Offer.
Eilert Hanoa, Chief Executive
Officer at Kahoot!, said, "Kahoot!´s mission is to make learning
awesome. Our portfolio of solutions drives billions of learning
interactions every year, coming together through continuous product
innovation and a team with ambition to put magic learning moments
at everyone's fingertips. As the need for engaging learning, across
home, school and work, continues to grow, I am excited about the
opportunities this partnership represents for our users, our
ecosystem of partners, and for the talented team across the Kahoot!
Group, to advance education for hundreds of millions of learners
everywhere."
Andreas Hansson, Chairman of
the Board at Kahoot!, said, "The Board believes the terms of the
offer from Kangaroo BidCo AS are in the best interests of Kahoot!
and our shareholders, and that the offer will benefit our
employees, customers and partners. The Board recommends the offer
as it represents a fair valuation of the company, as well as
significant opportunities for accelerating the company's journey to
become the leading learning platform in the world."
Michael Bruun, Global co-Head
of Private Equity at Goldman Sachs Asset Management, said "Kahoot!
is unlocking learning potential for children, students and
employees across the world. The company has a clear mission and
value proposition and our investment will help to grow its impact
and accelerate value for all stakeholders. Through this
transaction, we are pleased to partner with a fantastic leadership
team and group of co-investors to expand a mission-critical
learning and engagement platform and contribute to its further
growth and innovation."
Chris Caulkin, Managing Director and Head of Technology for
EMEA at General Atlantic, said, "Since General Atlantic partnered
with Kahoot! in September 2022, the
company has maintained significant momentum across key strategic
initiatives, including scaling its enterprise offering and global
subscriber base while also extending its premium IP partnerships
and delivering product innovation to leverage advances in
generative AI. Through this transaction, we are pleased to deepen
our commitment to support Kahoot!'s long-term growth in
collaboration with the broader co-investor group. We look forward
to our continued partnership with Eilert and the Kahoot! team in
the years ahead."
Thomas Lau Schleicher, Chief
Investment Officer at KIRKBI, said, "We are excited to invest
alongside Goldman Sachs Asset Management, General Atlantic, and
Kahoot!'s management team to accelerate the growth of Kahoot!. We
are impressed with the company's journey, having developed an
exciting range of products to interact with its users in a fun and
engaging way. We support the company's mission to empower learners
and educators worldwide, which resonates with our core values and
find the investment fits very well with KIRKBI's long-term
investment strategy."
Key highlights and summary of the Offer:
The Shareholders will be offered NOK
35 in cash per Share. The total value of the Offer is
approximately NOK 17.2 billion based
on the 492,836,049 Shares issued and outstanding as at the date of
this announcement.
The Offer Price represents a premium of:
- 53.1% to the closing price on the Oslo Stock Exchange on
22nd May 2023 of
NOK 22.86, being the last trading day
prior to the day when the shareholding positions of Co-Investors
were publicly disclosed (such disclosures having been made as part
of the 2023 AGM voting process);
- 33.3% to the 3-month volume weighted average price of
NOK 26.26 of the Shares as of
13th July 2023; and
- 62.1% to the 6-month volume weighted average price of
NOK 21.59 of the Shares as of
13th July 2023.
In total, Shares representing c.34.20% of Kahoot!'s outstanding
share capital as at the date of this announcement (the
"Outstanding Share Capital") are committed to be sold or
contributed pursuant to the Investment Agreement and various
irrevocable undertakings given by Shareholders, members of the
Board and senior management.
The largest Shareholder, General Atlantic, a leading global
growth equity firm, alongside other Shareholders including KIRKBI,
Glitrafjord AS (vehicle controlled by Kahoot!'s CEO Eilert Hanoa), certain other investors and
certain members of the Kahoot! management team (including via a
pooling vehicle) have entered into an investment agreement with
Goldman Sachs Asset Management (the "Investment Agreement")
in which they, on certain terms and conditions, agree to (i)
contribute, upon completion of the Offer, certain of their Shares
representing c.26.68% of the Outstanding Share Capital, to the
Offeror against newly issued shares in the Offeror's indirect
parent company, or a combination of such Shares and cash, at the
Offer Price, and (ii) sell, upon completion of the Offer, certain
of their Shares representing c.3.36% of the Outstanding Share
Capital, to the Offeror for cash at the Offer Price.
In addition, the Offeror has received irrevocable undertakings
to accept the Offer from certain other Shareholders including Datum
AS and Creandum III L.P. for Shares representing c.3.96% of the
Outstanding Share Capital.
Further, the Offeror has received irrevocable undertakings to
accept the Offer from the other Board members who own Shares, being
Andreas Hansson (Chairman of the
Board), Christer Stefan Blom (Board
member), Lori Varner Wright (Board
member), Joanne Kuhn Bradford (Board
member), Charlotte Kristiansen
(Board member), as well as certain other members of the senior
management, in respect of Shares representing c.0.21% of the
Outstanding Share Capital, directly or through investment
companies.
Undertakings given in respect of Shares representing c.18.94% of
the Outstanding Share Capital may be withdrawn (in broad terms) if
the offer period in respect of the Offer is not commenced on or
prior to 16:30 (CEST time) on 31 August
2023 or a third party makes a competing offer with
consideration of a 10% premium to the Offer Price and the Board
considers that the terms of the competing offer are as a whole more
favourable to all Shareholders than the Offer and the competing
offer is recommended by the Board.
The Offeror has secured commitments for the required equity and
debt capital to finance the Offer at its completion, including a
subsequent compulsory acquisition procedure for any remaining
Shares.
The Offer is subject to necessary regulatory approvals,
including but not limited to competition clearances, and
conditioned on the Offer being accepted to such extent that the
Offeror becomes the owner of Shares representing more than 90% of
the issued and outstanding shares and voting rights in Kahoot!. A
summary of the other terms and conditions of the Offer are set out
below in this announcement.
Q2 update – Kahoot! Group reports second quarter preliminary
results:
- Recognized revenue exceeding $41m
for the second quarter, up 14% YoY.
- Invoiced revenue of approx. $40m
for the second quarter, up 8% YoY.
- Adjusted EBITDA of approx. $11m
for the second quarter, up 60% YoY.
- Operating cash flow of approx. $10m for the second quarter, up 90% YoY.
- Cash and cash equivalents of $96m
by the end of the second quarter.
See definitions of "invoiced revenue" and "adjusted
EBITDA" in the "APMs" section below.
The Offer Price
The Shareholders will be offered NOK
35 in cash per Share.
The total value of the Offer is approximately NOK 17.2 billion based on the number of
outstanding Shares at the date of this announcement.
No commission will be charged in connection with settlement of
the Offer.
Should Kahoot!, prior to settlement of the Offer, (i) change
Kahoot!'s share capital, the number of Shares issued or the par
value of the Shares, (ii) resolve to distribute any dividends or
make any other distributions to the Shareholders with a record date
prior to settlement of the Offer, (iii) issue instruments which
give the right to require further Shares to be issued, or (iv)
announce that Kahoot! has decided on any such measures, the Offer
Price shall be adjusted to compensate for the effects of such
decisions.
The Offer price represents the Offeror's best and final
offer.
Board recommendation
The Board has unanimously resolved that it recommends the
Shareholders to accept the Offer. The Board, having been so advised
by Morgan Stanley & Co. International Plc and ABG Sundal
Collier ASA, respectively in relation to financial aspects of the
Offer, believes the terms of the Offer are in the best interests of
Kahoot! and the Shareholders as a whole. In providing their advice,
Morgan Stanley & Co. International Plc and ABG Sundal Collier
ASA have taken into account the commercial assessments of the
Board.
Background and rationale for the Offer
Kahoot! is a global learning and audience engagement platform
company that aims to empower everyone, including children, students
and employees to unlock their full learning potential.
Since the launch of Kahoot! in 2013, Kahoot! has developed from
originally offering a game-based platform to a comprehensive
offering of engaging tools of all kinds of learning and audience
interaction. In 2018, Kahoot! launched its first commercial
versions of Kahoot! for school and business users, as well as the
Kahoot! app for iOS and Android. Since then, Kahoot! has expanded
with the acquisition of seven companies, including Clever, one of
the most widely-used digital learning platforms in U.S. schools.
Kahoot! is now the preeminent global brand for digital education,
engaging learning and audience interaction.
Goldman Sachs Asset Management will seek to support Kahoot!'s
mission to provide lifelong learning opportunities for children,
students and enterprise customers. Goldman Sachs Asset
Management believes that Kahoot! provides a strong platform for
further growth and value creation given its unique brand and
product offering, customer base, extensive reach and highly
scalable technology and operations.
Together with Eilert Hanoa and
the Co-Investors, Goldman Sachs Asset Management believes that
Kahoot! will benefit from operating as a private company in the
years ahead, as it seeks to invest in continued innovation and the
next generation of product offerings. The Investors intend to
support Kahoot! in the development of its current business and on
its continued growth journey, both organically and through
acquisitions. In a private setting supported by the Investors,
Kahoot! would have access to the capital needed to significantly
enhance its go-to-market strategy and make transformational
investments to accelerate its growth agenda. The Investors are also
convinced that the Offeror will seek to contribute by offering
Kahoot! global resources, networks and expertise in scaling
technology companies.
About the Offeror
The Offeror, Kangaroo BidCo AS, is a private limited liability
company incorporated and existing under the laws of Norway with registration number 931 247 506.
The Offeror is a newly established acquisition vehicle indirectly
owned by funds managed by the Private Equity business within
Goldman Sachs Asset Management.
About Goldman Sachs Asset Management Private Equity
Bringing together traditional and alternative investments,
Goldman Sachs Asset Management provides clients around the world
with a dedicated partnership and focus on long-term performance. As
the primary investing area within Goldman Sachs (NYSE: GS), we
deliver investment and advisory services for the world's leading
institutions, financial advisors and individuals, drawing from our
deeply connected global network and tailored expert insights,
across every region and market—overseeing more than $2 trillion in assets under supervision worldwide
as of June 30, 2023. Driven by a
passion for our clients' performance, we seek to build long-term
relationships based on conviction, sustainable outcomes, and shared
success over time. Goldman Sachs Asset Management invests in
the full spectrum of alternatives, including private equity, growth
equity, private credit, real estate and infrastructure. Established
in 1986, the Private Equity business within Goldman Sachs Asset
Management has invested over $75
billion since inception. We combine our global network of
relationships, our unique insight across markets, industries and
regions, and the worldwide resources of Goldman Sachs to build
businesses and accelerate value creation across our portfolios.
For more information, visit https://www.goldmansachs.com/
About General Atlantic
General Atlantic is a leading global growth equity firm with
more than four decades of experience providing capital and
strategic support for over 500 growth companies throughout its
history. Established in 1980 to partner with visionary
entrepreneurs and deliver lasting impact, the firm combines a
collaborative global approach, sector specific expertise, a
long-term investment horizon and a deep understanding of growth
drivers to partner with great entrepreneurs and management teams to
scale innovative businesses around the world. General Atlantic has
more than $75 billion in assets under
management inclusive of all products as of March 31, 2023, and more than 220 investment
professionals based in New York,
Amsterdam, Beijing, Hong
Kong, Jakarta, London, Mexico
City, Miami, Mumbai, Munich, San
Francisco, São Paulo, Shanghai, Singapore, Stamford and Tel Aviv.
For more information on General Atlantic, please visit:
www.generalatlantic.com.
About KIRKBI
KIRKBI A/S is the Kirk Kristiansen family's private holding and
investment company founded to build a sustainable future for the
family ownership of the LEGO® brand through generations. KIRKBI's
work is focused on three fundamental tasks all contributing to
enabling the Kirk Kristiansen family to succeed with the mission to
inspire and develop the builders of tomorrow: KIRKBI works to
protect, develop and leverage the LEGO brand across all the LEGO
branded entities. KIRKBI is committed to a long-term, responsible
investment strategy to ensure a sound financial foundation for the
owner family's activities as well as contribute to a sustainable
development in the world. KIRKBI is dedicated to support the family
members as they prepare for future generations to continue the
active and engaged ownership as well as support their private
activities, companies, and philanthropic work. KIRKBI's strategic
activities include 75% ownership of the LEGO Group and 47.5%
ownership of Merlin Entertainments.
For more information on KIRKBI, please visit
www.kirkbi.com.
Media Contacts:
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
Key terms of the Offer
The complete details of the Offer, including all terms and
conditions, will be contained in an offer document (the "Offer
Document") to be sent to all eligible Shareholders following
review and approval by the Oslo Stock Exchange pursuant to Chapter
6 of the Norwegian Securities Trading Act. The Offer Document is
expected to be approved during the week commencing on 24 July 2023. The Offer may only be accepted on
the basis of the Offer Document.
The Offeror's obligation to launch the Offer is subject to the
following conditions, which are for the sole benefit of the Offeror
and may be waived, in whole or in part, by the Offeror:
(i) the irrevocable undertakings referred to above remaining
valid and in full force;
(ii) the absence of a material adverse change;
(iii) the final approval of the Offer Document from the Oslo
Stock Exchange being received by the Offeror;
(iv) the joint press release having been issued with a
confirmation that the Board unanimously has resolved to recommend
the Offer, such confirmation shall not have been withdrawn,
qualified or amended and be included in the Offer Document and
announced simultaneously with the Offer; and
(v) there having been (A) no breach by the Kahoot! of its
undertakings in the Transaction Agreement relating to
compliance with sanctions restrictions and/or (B) no material
breach of any of the other provisions of the Transaction Agreement
by the Company.
The Offer is not subject to any due diligence or financing
condition. As will be further detailed and specified in the Offer
Document, completion of the Offer will be subject to fulfilment or
waiver by the Offeror (in its sole discretion), in whole or in
part, of the following conditions:
(i) Minimum Acceptance: valid acceptance of the Offer by
Shareholders representing (when taken together with any Shares
acquired or agreed to be acquired by the Offeror other than through
the Offer, or which the Offeror is otherwise entitled) more than
90% of the issued and outstanding share capital and voting rights
of Kahoot!, and such acceptances not being subject to any third
party consents in respect to pledges or other rights;
(ii) Regulatory and Third Party Approvals. all permits,
consents, approvals and clearances in connection with any filings
or other submission (in any form) required to be made with any
regulatory authority (or otherwise requested by any regulatory
authority) ("Regulatory Approvals"), in connection with the
Offer shall have been obtained without conditions and any
applicable waiting periods (including if extended by agreement or
otherwise) shall have expired or lapsed, in each case on terms
satisfactory to the Offeror.
(iii) Board Recommendation: that a unanimous recommendation from
the Board, excluding any conflicted Board members pursuant to
statutory law, to Shareholders to accept the Offer, has been issued
and not, without the Offeror's written consent, been amended,
qualified, modified or withdrawn;
(iv) Ordinary Conduct of Business: the Group having conducted
its business in the ordinary course in all material respects;
(v) No Material Breach: there shall have been no material breach
by Kahoot! of the Transaction Agreement and Kahoot! not having
terminated or attempted to terminate the Transaction Agreement, or
taken any actions or measures which would prevent or frustrate the
Offer;
(vi) No Material Adverse Change: no material adverse change in
relation to the Group;
(vii) No Successful Competing Offer: no announcement shall have
been made that the minimum acceptance condition under any competing
offer has been satisfied; and
viii) No Legal Action: no court or other governmental,
regulatory authority of competent jurisdiction or other third party
shall have taken or threatened to take any form of legal action
that will or might (A) restrain or prohibit the consummation of the
Offer; or (B) in connection with the Offer impose conditions upon
the Offeror or its affiliates, Kahoot! or any of its subsidiaries
which are not acceptable to the Offeror in its reasonable
judgement.
If as a result of the Offer, the Offeror acquires and holds more
than 90% of all Shares representing more than 90% of the voting
rights in Kahoot!, the Offeror will have the right and intends to
carry out a compulsory acquisition of the remaining Shares. Also,
if, as a result of the Offer or otherwise, the Offeror holds a
sufficient majority of the Shares, the Offeror intends to propose
that the general meeting of Kahoot! passes a resolution to apply to
de-list the Shares from the Oslo Stock Exchange.
The initial acceptance period in the Offer will commence
following publication of the Offer Document and is expected to last
for 20 business days, subject to any extensions by the Offeror up
to a maximum acceptance period of 10 weeks. Barring unforeseen
circumstances, it is expected that the Offer will be completed in
the second half of 2023, following receipt of Regulatory
Approvals.
Kahoot! and the Offeror have entered into a transaction
agreement (the "Transaction Agreement") regarding the Offer.
As part of the Transaction Agreement, Kahoot! has entered into
undertakings not to solicit competing offers from third parties. As
part of the Transaction Agreement, and subject to customary
conditions, Kahoot! has entered into undertakings to only amend,
modify or withdraw the Board's recommendation of the Offer if a
superior competing offer is made and not withdrawn, and the Board
determines in good faith, after consultation with Kahoot!'s
financial advisors and outside legal counsel, that the competing
offer, on risk adjusted terms as a whole, more favourable to the
Shareholders (taking into account a number of factors including but
not limited to value, certainty of funding and financing and
certainty of execution). In the event the Board amends, qualifies
or withdraws its recommendation of the Offer and the Offer is not
completed or Kahoot! materially breaches any of its obligations
under the Transaction Agreement, such breach permits the Offeror to
terminate the Transaction Agreement and the Offeror decides not to
proceed with the Offer or the Offer lapses as a result of such
breach, Kahoot! shall compensate the Offeror and/or its affiliates
for documented costs and expenses reasonably incurred in respect of
the Offer, up to a maximum of USD 3
million.
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. The Offer may not be accepted by Shareholders
who cannot legally accept the Offer.
Advisers:
Goldman Sachs International and Danske Bank, Norwegian Branch
are acting as financial advisers to the Offeror or their affiliates
in connection with the Offer. White & Case LLP, Advokatfirmaet
Wiersholm AS, Sullivan & Cromwell LLP and Linklaters LLP are
acting as legal advisors to the Offeror. Advokatfirmaet BAHR AS,
Morgan, Lewis & Bockius LLP and Macfarlanes LLP are acting as
legal advisers to KIRKBI.
ABG Sundal Collier ASA and Morgan Stanley & Co.
International plc are acting as financial advisers and
Advokatfirmaet Thommessen AS as legal adviser to Kahoot! in
connection with the Offer.
Goldman Sachs Bank Europe SE, KKR Corporate Lending (UK) LLC,
KKR Capital Markets Partners LLP act as finance providers to the
Offeror in connection with the Offer.
Alternative Performance Measures (APMs)
In order to enhance the understanding of the Kahoot! Group's
performance, the Group presents certain measures and ratios
considered as alternative performance measures (APMs) as defined by
the European Securities and Markets Authority, and these should not
be viewed as substitutes for any IFRS financial measures.
The APMs in this announcement include:
Invoiced Revenue, defined as the amount invoiced to
customers in the relevant period.
Adjusted EBITDA, defined as EBITDA adjusted for special
operating items. Special operating items are material expenses and
other material transactions of either a non-recurring nature or
special in nature compared to ordinary operational income or
expenses and include adjustments for share-based compensation
expenses and related payroll taxes.
These APMs are presented as the Group considers them to be
important supplemental measures to understand the overall picture
of revenue and profit generation in the Group's operating
activities.
Important notice:
This information is considered to be inside information pursuant
to the EU Market Abuse Regulation and is subject to the disclosure
requirements according to section 5-12 of the Norwegian Securities
Trading Act. The information was submitted for publication by Ken
Østreng, CFO on behalf of Kahoot! on 14 July
2023 at the time set out above.
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 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; (ii) business and management strategies and the
expansion and growth of Kahoot!'s operations; and (iii) the effects
of global economic and political conditions and governmental
regulation on Kahoot!'s business. By their nature, forward-looking
statements involve risk and uncertainty because they relate to
events and depend on circumstances that will occur in the future.
These events and circumstances includes changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or disposals. If any one or more
of these risks or uncertainties materialises or if any one or more
of the assumptions prove incorrect, actual results may differ
materially from those expected, estimated or projected. Such
forward looking statements should therefore be construed in the
light of such factors. Neither Kahoot! nor the Offeror nor any
member of their respective groups, nor any of their respective
members, associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward looking statements
in this announcement will actually occur. Given these risks and
uncertainties, potential investors should not place any reliance on
forward looking statements.
The forward looking statements speak only at the date of this
document. All subsequent oral or written forward-looking statements
attributable to any member of the Kahoot! group, the Offeror, the
Investors, or any member of their respective groups, or any of
their respective members, associates, directors, officers,
employees or advisers, are expressly qualified in their entirety by
the cautionary statement above.
Kahoot!, the Offeror, the Investors, and each member of their
respective groups, expressly disclaim any obligation to update such
statements other than as required by law or by the rules of any
competent regulatory authority, whether as a result of new
information, future events or otherwise.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are
not listed on a U.S. securities exchange and that Kahoot! is not
subject to the periodic reporting requirements of the U.S.
Securities Exchange Act of 1934, as amended (the "U.S. Exchange
Act"), and is not required to, and does not, file any reports
with the U.S. Securities and Exchange Commission (the "SEC")
thereunder. The Offer will be made to holders of Shares resident in
the United States ("U.S.
Holders") on the same terms and conditions as those made to all
other holders of Shares of Kahoot! to whom an offer is made. Any
information documents, including the Offer Document, will be
disseminated to U.S. Holders on a basis comparable to the method
that such documents are provided to Kahoot!'s other Shareholders to
whom an offer is made. The Offer will be made by the Offeror and no
one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e)
and Regulation 14E under the U.S. Exchange Act as a "Tier II"
tender offer, and otherwise in accordance with the requirements of
Norwegian law. Accordingly, the Offer will be subject to disclosure
and other procedural requirements timetable, settlement procedures
and timing of payments, that are different from those that would be
applicable under U.S. domestic tender offer procedures and law.
Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange
Act, the Offeror and its affiliates or brokers (acting as agents
for the Offeror or its affiliates, as applicable) may from time to
time, and other than pursuant to the Offer, directly or indirectly,
purchase or arrange to purchase, Shares or any securities that are
convertible into, exchangeable for or exercisable for such Shares
outside the United States during
the period in which the Offer remains open for acceptance, so long
as those acquisitions or arrangements comply with applicable
Norwegian law and practice and the provisions of such exemption. To
the extent information about such purchases or arrangements to
purchase is made public in Norway,
such information will be disclosed by means of an English language
press release via an electronically operated information
distribution system in the United
States or other means reasonably calculated to inform U.S.
Holders of such information. In addition, the financial advisors to
the Offeror may also engage in ordinary course trading activities
in securities of Kahoot!, which may include purchases or
arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any
state or other jurisdiction in the United
States has approved or disapproved the Offer or reviewed it
for its fairness, nor have the contents of the Offer Document or
any other documentation relating to the Offer been reviewed for
accuracy, completeness or fairness by the SEC or any securities
supervisory authority in the United
States. Any representation to the contrary is a criminal
offence in the United States.
The contents of the website www.goldmansachs.com which is
referred to in this announcement is not incorporated into or form
part of this announcement.
Goldman Sachs International ("GSI"), which is authorised
in the United Kingdom by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting as financial adviser to the Offeror and no-one else in
connection with the transaction described in this announcement.
Neither GSI nor its affiliates, nor their respective partners,
directors, officers, employees or agents are responsible to anyone
other than the Offeror for providing the protections afforded to
clients of GSI or for providing advice in connection with the
transaction described in this announcement or for any other matters
referred to herein.
Morgan Stanley & Co. International plc ("Morgan
Stanley"), which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the
Prudential Regulation Authority in the United Kingdom, is acting exclusively as
financial adviser to Kahoot! and no one else in connection with the
transaction. In connection with such matters, Morgan Stanley, its
affiliates and their respective directors, officers, employees and
agents will not regard any other person as their client, nor will
they be responsible to anyone other than Kahoot! for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in connection with the transaction, the contents of this
announcement or any matter referred to herein.
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SOURCE Kahoot!