Oslo, Norway, February 28, 2022 – Reference is made to Kahoot! ASA’s (the “Company” or “Kahoot!”) announcements made on (i) 24 November 2020 regarding the completion of the acquisition of all the shares in PlanB Labs OÜ (“Drops”), (ii) 23 February 2021 regarding the completion of the acquisition of all the shares in Whiteboard.fi (“Whiteboard”), (iii) 22 April 2021, regarding the completion of the acquisition of all the shares in Motimate AS (“Motimate”) and (iv) 2 September 2021, regarding the completion of the acquisition of all the shares in Clever, Inc (“Clever”). In addition, Kahoot! has under an IPR agreement acquired additional IPR to extend the Kahoot! platform.
The Board has today resolved to issue a total of 2,569,671 consideration shares in connection with these acquisitions as further described below.
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Motimate
In accordance with the share purchase agreement entered into between Kahoot! and the shareholders of Motimate (the “Motimate SPA”), the sellers are entitled to additional consideration in the amount of USD 2 million (the “Motimate Additional Consideration”) to be paid if certain financial thresholds were met by the end of 2021. The Motimate Additional Consideration shall be settled by a combination of approximately USD 0.8 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 27,759.90 by the issuance of 277,599 consideration shares to the sellers of Motimate at a subscription price of NOK 38.24 per share in accordance with the Motimate 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”), (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)”) shall be paid by the end of February 2022.
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 27.7 million in cash and the issuance of 1,617,710 consideration shares to the Clever selling equity holders.
The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company with NOK 161,771 by the issuance of 1,617,710 consideration shares to the selling equity holders of Clever, whereof 1,571,345 shares were issued at a subscription price of NOK 31.63 per share, 43,650 shares at a subscription price of NOK 64.77 per share, and 2,715 shares at a subscription price of NOK 48.08 per share 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 an enterprise value of USD 500 million. Approximately USD 456 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.
Drops
In accordance with the share purchase agreement entered into between Kahoot! and the shareholders of Drops (the “Drops SPA”), the sellers are entitled to deferred consideration in the amount of USD 5 million (the “Drops Additional Consideration No.2”) to be paid by the end of February 2022. The Drops Additional Consideration No.2 shall be settled by a combination of approximately USD 3.58 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 34,484 by the issuance of 344,840 consideration shares to the selling equity holders of Drops at a subscription price of NOK 36.42 per share in accordance with the Drops SPA and pursuant to the authorization given by the annual general meeting on 8 June 2021. The sellers of Drops have entered into lock-up agreements with the Company pursuant to which the consideration shares are subject to lock-up periods of up to 12 months from the date of issuance of the consideration shares.
Whiteboard
In accordance with the share purchase agreement entered into between Kahoot! and the shareholders of Whiteboard (the “Whiteboard SPA”), the sellers are entitled to deferred consideration in the amount of USD 1,280,164 (the “Additional Consideration no. 1”) to be paid by the end of February 2022. The Additional Consideration no. 1 shall be settled by a combination of USD 768,100 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 13,965.30 by the issuance of 139,653 consideration shares to the sellers of Whiteboard at a subscription price of NOK 32.34 per share in accordance with the Whiteboard SPA and pursuant to the authorization given by the annual general meeting on 8 June 2021. The sellers of Whiteboard have entered into lock-up agreements with the Company pursuant to which the consideration shares are subject to lock-up periods of up to 12 months from the date of issuance of the consideration shares.
IPR acquired
In accordance with the IPR assignment agreement entered into between Kahoot! and the assignors of the acquired IPR, the purchase price shall be settled in a combination of cash and new Kahoot! shares, whereof USD 875,000 shall be settled in new Kahoot! shares.
The Board of Directors of the Company has accordingly today resolved to increase the share capital of the Company with NOK 18,986.90 by the issuance of 93,922 consideration shares at a subscription price of NOK 47.06 per share, and 95,947 consideration shares at a subscription price of NOK 34.55 per share pursuant to the authorization given by the annual general meeting on 8 June 2021. The assignors 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.
Following the issuances of the 2,569,671 shares resolved by the Board today, the new share capital of the Company is NOK 48,915,115, divided into 489,151,150 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
Trine Haaland Danjalsson, Corporate Legal Director
Phone: +47 481 86 690
Email: trined@kahoot.com
This information is subject to the disclosure requirements pursuant to Section 5-12 the Norwegian Securities Trading Act.
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 2 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 and Spain. Kahoot! is listed on the Oslo Stock Exchange under the ticker KAHOT. Let’s play!
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