Reference is made to the offer document dated 27 July 2023 (the “Offer Document”) for the recommended voluntary offer by Kangaroo BidCo AS (the “Offeror”) to acquire all outstanding shares in Kahoot! ASA (“Kahoot!” or the “Company”) for a cash consideration of NOK 35.00 per Share (the “Offer”). Reference is further made to the announcement dated 25 August 2023 regarding the extension of the offer period under the Offer (the “Offer Period”) to 8 September 2023 at 16.30 CEST and the announcement on 28 August 2023 with an update of acceptances of the Offer.
The Offeror is pleased to announce that the Offer has received regulatory clearance in Austria from the Austrian Federal Competition Authority, and in Germany from the German Federal Cartel Office. The Offer condition relating to regulatory approvals, as set out in section 1.6 (Closing Conditions) of the Offer Document (the “Regulatory Approvals Condition”), remains subject to the receipt or waiver of regulatory clearances in the United States, Turkey and China.
The Offeror expects the Regulatory Approvals Condition will be satisfied by mid-October 2023.
Shareholders that wish to accept the Offer must fill out and submit an acceptance form to the receiving agent, Danske Bank Norwegian Branch, prior to the expiry of the Offer Period at 16:30 (CEST) on 8 September 2023 (subject to extension) and in accordance with procedures set out in the Offer Document.
The Offer is only capable of being accepted pursuant to the Offer Document. The complete terms and conditions for the Offer, including procedures for how to accept the Offer and detailed information regarding settlement, are set out in the Offer Document, which, subject to regulatory restrictions in certain jurisdictions, is 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, tel: +47 85 40 55 00, email: firstname.lastname@example.org.
For Goldman Sachs
Matthew Newton, Corporate Communications
Tel: +44 207 774 9649
Axel Heiberg-Andersen, Sr. Communications Manager
Tel: +47 924 97 627
Press inquiries: email@example.com
Ken Østreng, CFO
Tel: +47 911 51 686
For General Atlantic
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 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.
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 or any member of their respective group, 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 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.
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 the Company 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 the Company 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 the Company’s other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer is 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 is 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 the Company, 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.