Investor relations

Kahoot! ASA: Resolution to issue consideration shares

Oslo, Norway, December 16, 2021 – Reference is made to Kahoot! ASA (the “Company” or “Kahoot”) announcement made on 22 April 2021, regarding the completion of the acquisition of all the shares in Motimate AS (“Motimate”) and the announcement made on 2 September 2021, regarding the completion of the acquisition of all the shares in Clever, Inc (“Clever”).

Motimate

In accordance with the share purchase agreement entered into between Kahoot! and the shareholders of Motimate (the “SPA”), the sellers are entitled to deferred consideration in the amount of USD 5 million (the “Motimate Deferred Consideration”) to be paid by the end of December 2021. The Motimate Deferred Consideration shall be settled by a combination of approximately USD 2 million in cash and new Kahoot! shares.

The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company with NOK 27,435.70 by the issuance of 274,357 consideration shares to the sellers of Motimate at a subscription price of NOK 93.90 per share in accordance with the SPA and pursuant to the authorization given by the annual general meeting on 8 June 2021. The sellers of Motimate have entered into lock-up agreements with the Company pursuant to which the consideration shares are subject to lock-up periods of up to 24 months from the date of issuance of the consideration shares.

Clever

In accordance with the transaction agreement entered into between Kahoot! and the sellers of Clever (the “Clever Agreement”), a deferred consideration (“Clever Deferred Consideration”) shall be paid by the end of 2021 in addition to a contingent performance-based consideration (“Contingent Consideration”).

The Clever Deferred Consideration and Contingent Consideration payable in December 2021 shall be settled in a combination of USD 100.4 million in cash and the issuance of 3,121,747 consideration shares to the Clever sellers.

The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company with NOK 312,174.70 by the issuance of 3,121,747 consideration shares to the sellers of Clever at a subscription price of NOK 64.77 per share for 2,605,887 shares and at a subscription price of NOK 48.08 per share for 515,860 shares, in accordance with the Clever Agreement and pursuant to the authorization given by the annual general meeting on 8 June 2021. 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 USD 500 million, whereof approximately USD 423 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.

Following the share issuances resolved by the Board today, the new share capital of the Company is NOK 48,658,147.90, divided into 486,581,479 shares, each with a nominal value of NOK 0.10.

This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.

For further information, please contact:

Eilert Hanoa, CEO
Phone: +47 928 32 905
Email: eilerth@kahoot.com

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. In the last 12 months, 300 million sessions have been hosted on the Kahoot! platform by 30 million active accounts, with 1.9 billion participants (non-unique) in more than 200 countries and regions. The Kahoot! Group also 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 and Spain. Kahoot! is listed on the Oslo Stock Exchange under the ticker KAHOT. Let’s play!