June 8, 2022

Kahoot! ASA: Resolution to issue consideration shares in connection with the acquisition of Clever, Inc. and delivery of shares following the exercise of RSUs

Oslo, Norway, 8 June 2022 – Reference is made to Kahoot! ASA’s (the “Company” or “Kahoot!”) stock exchange announcement made on 2 September 2021 regarding completion of the acquisition of all the shares in Clever, Inc (“Clever”), and to the stock exchange announcement made on 27 May 2022 regarding the exercise of 23,112 restricted stock units (“RSUs”).

In accordance with the transaction agreement entered into between Kahoot! and the sellers of Clever (the “Clever Agreement”), a deferred consideration element of the following payment tranches shall be paid in the second quarter of 2022; (i) a Contingent Consideration (the “Clever Contingent Consideration (2021)”), (ii) a Closing Consideration and Second Deferred Consideration (the “Clever Closing and Second Deferred Consideration”), and (iii) a contingent consideration (“Clever Contingent Consideration (Operations)”).

The Clever Contingent Consideration (2021), Clever Closing and Second Deferred Consideration, and Clever Contingent Consideration (Operations) shall be settled in a combination of approximately USD 2.94 million in cash and the issuance of 39,379 consideration shares.

The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company with NOK 3,937.90 by the issuance of 39,379 consideration shares to the sellers of Clever, whereof 6,160 shares were issued at a subscription price of NOK 31.63 per share, 31,196 shares at a subscription price of NOK 64.77 per share, and 2,023 shares at a subscription price of NOK 48.08 per share in accordance with the Clever Agreement and pursuant to the authorization granted by the annual general meeting on 27 May 2022. The consideration shares are subject to a 12-month lock-up period from the issuance date.

The total maximum consideration for the Clever acquisition is an enterprise value of USD 500 million. Approximately USD 459 million has now been settled. The remaining portion of the consideration is expected to be settled over the coming years by a combination of approximately 82% cash and 18% consideration shares in accordance with the Clever Agreement.

Further, the Board of Directors of the Company has resolved to increase the share capital with NOK 2,311.20 by the issuance of 23,112 new shares in connection with the exercise of RSUs.

Following the issuances of 39,379 consideration shares and 23,112 shares as settlement for RSUs resolved by the Board of Directors today, the new share capital of the Company is NOK 48,921,364.10, divided into 489,213,641 shares, each with a nominal value of NOK 0.10.

For further information, please contact:

Ken Østreng, CFO
Phone: +47 911 51 686
Email: keno@kahoot.com

About Kahoot!

Kahoot! is on a mission to make learning awesome! We want to empower everyone, including children, students, and employees to unlock their full learning potential. Our learning platform makes it easy for any individual or corporation to create, share, and host learning sessions that drive compelling engagement. Launched in 2013, Kahoot!’s vision is to build the leading learning platform in the world. Since launch, Kahoot! has hosted hundreds of millions of learning sessions with over 7 billion participants (non-unique) in more than 200 countries and regions. The Kahoot! Group includes Clever, the leading US K-12 EdTech learning platform, together with the learning apps DragonBox, Poio, Drops, Actimo, Motimate, and Whiteboard.fi. The Kahoot! Group is headquartered in Oslo, Norway with offices in the US, the UK, France, Finland, Estonia, Denmark, Spain and Poland. Kahoot! is listed on the Oslo Stock Exchange under the ticker KAHOT. Let’s play!