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, 29 December 2023
Reference is made to the offer document dated 15 November 2023 (the "Offer
Document") for the mandatory offer (the "Offer") by Kangaroo BidCo AS (the
"Offeror") to acquire all outstanding shares ("Shares") in Kahoot! ASA
("Kahoot!" or the "Company") not already owned by the Offeror at an offer price
of NOK 35.00 per Share (the "Offer Price"). Reference is further made to the
announcement dated 14 December 2023 regarding the extension of the offer period
(the "Offer Period") to 28 December 2023 and to the announcement dated 22
December 2023 regarding the Offeror's passing of the 90% threshold through
acceptances of the Offer.
The Offer Period expired at 16:30 (Norwegian time) on 28 December 2023.
At the expiry of the Offer Period, the Offeror had received acceptances of the
Offer amounting to 48,467,007 Shares, which taken together with the 414,176,959
Shares held by the Offeror at commencement of the Offer Period and the 4,219,852
Shares acquired or agreed to be acquired outside the Offer during the Offer
Period, equals 466,863,818 Shares, representing approximately 94.73% of the
share capital and voting rights in the Company.
Please note that the calculation of the number of Shares tendered in the Offer
is preliminary and is subject to change until the VPS accounts of the Kahoot!
shareholders having accepted the Offer, are debited and such Shares having been
transferred to the escrow account of Danske Bank Norwegian Branch (the
"Receiving Agent"). Furthermore, the final result of the Offer is subject to
customary verification by the Receiving Agent. The final result of the Offer
will be announced once confirmed by the Receiving Agent.
Settlement of the Offer will be made pursuant to the terms of the Offer Document
and will take place no later than 11 January 2024, being fourteen (14) calendar
days after the date of expiry of the Offer Period, following which, the Offeror
intends to proceed with a compulsory acquisition of the remaining Shares
pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22
of the Norwegian Securities Trading Act.
For further information on the Offer, visit: 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.
The Offer Period has now expired. Accordingly, investors may no longer accept
the Offer. Offers have not been made and 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