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Reference is made to the announcement on 14 July 2023 where it was announced that Kangaroo BidCo AS (the “Offeror”) had reached an agreement with Kahoot! ASA (“Kahoot!” or the “Company”), to launch a voluntary cash offer to acquire all issued and outstanding shares in the Company (the “Shares”) (the “Offer”). The Offer is unanimously recommended by the board of directors of Kahoot! (excluding its members having a conflict of interest) (the “Board”).
A cash consideration of NOK 35 per Share (the “Offer Price”) will be offered, which implies a total consideration for all the Shares of approximately NOK 17.2 billion. The Offer Price represents the Offeror’s best and final offer to the shareholders of Kahoot! (the “Shareholders”).
The offer document for the Offer (the “Offer Document”) was approved by the Oslo Stock Exchange in its capacity as take-over supervisory authority today, 27 July 2023. The Offer is only capable of being accepted pursuant to the Offer Document. The Offer Document will be sent to all shareholders in the Company as registered in the Company’s shareholder register in Euronext VPS as of the date hereof, in jurisdictions where the Offer Document may be lawfully distributed.
The offer period will commence on 28 July 2023 and expire at 16:30 hours (Norwegian time) on 25 August 2023, subject to extensions at the sole discretion of the Offeror. The terms and conditions of the Offer, including procedures for how to accept the Offer, are set out in the Offer Document.
Key terms and conditions of the recommended Offer:
- Offer Price: NOK 35 in cash per Share, subject to adjustment pursuant to the terms and conditions of the
Offer
- Offer Period: From and including 28 July 2023 to 16:30 hours (Norwegian time) on 25 August 2023, subject to extension at the sole discretion of the Offeror. The Offer Period will in no event be extended beyond 6 October 2023
- Receiving Agent: Danske Bank Norwegian Branch
The Offer Price represents a premium of:
(i) 33.3% to the 3-month volume weighted average price of NOK 26.26 of the Shares as of 13 July 2023; and
(ii) 62.1% to the 6-month volume weighted average price of NOK 21.59 of the Shares as of 13 July 2023.
The Offer Price will be reduced by the amount of any dividend or other distributions made by the Company, as further set out in the Offer Document.
In total, Shares representing approximately 37.04% of Kahoot!’s outstanding share capital are, on certain terms and conditions, committed to be sold or contributed pursuant to the Investment Agreement (as further described in the announcement dated 14 July 2023) and various pre-acceptance undertakings given by Shareholders, members of the Board and senior management. For more information on the Investment Agreement and on the pre-acceptance undertakings, please refer to the Offer Document.
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.
The Offer Document is, subject to regulatory restrictions in certain jurisdictions, available at the following webpages: www.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.
Advisors
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. J.P. Morgan Securities plc is acting as financial adviser and Freshfields Bruckhaus Deringer LLP and Wikborg Rein Advokatfirma AS are acting as legal advisers to General Atlantic.
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.
Media relations
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
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:
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.
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. 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.
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 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.
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 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 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 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.
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.
Kilde
