• Forum
  • Stock Markets
    • MarketsLive prices, indices, and market performance
    • Morning ReviewDaily market recap and key overnight highlights
    • Stock CalendarUpcoming earnings, listings, and corporate events
    • Dividends CalendarFuture and past dividends
  • Companies
    • CompaniesBrowse and filter the full list of listed companies
    • DiscoveryInspiration for your next investment
    • IPOsNew listings and upcoming public offerings
    • AGM InvitationsAnnual general meeting dates and shareholder info
  • Stock Research
    • ResearchExpert stock analysis and recommendations
    • ArticlesNews, insights, and market commentary
    • PortfolioInderes model portfolio
    • inderesTVVideo hub for stock research, analysis, and expert commentary
    • TranscriptsFull text records of earnings calls and investor meetings
    • Stock ComparisonCompare financials and performance across multiple stocks
Find us on social media
  • Inderes Forum
  • Youtube
  • Instagram
  • Facebook
  • X (Twitter)
Get in touch
  • info@inderes.se
  • +46 8 411 43 80
  • Vattugatan 17, 5tr
    111 52 Stockholm
Inderes
  • About us
  • Our team
  • Careers
  • Inderes as an investment
  • Services for listed companies
Our platform
  • FAQ
  • Q&A
  • Terms of service
  • Privacy policy
  • Disclaimer

Inderes’ Disclaimer can be found here. Detailed information about each share actively monitored by Inderes is available on the company-specific pages on Inderes’ website. © Inderes Oyj. All rights reserved.

Regulatory press release

KAHOT: KANGAROO BIDCO WAIVES MINIMUM ACCEPTANCE CONDITION IN THE RECOMMENDED VOLUNTARY BEST AND FINAL CASH OFFER FOR ALL SHARES IN KAHOOT! ASA

Kahoot!
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, INTO OR WITHIN CANADA, AUSTRALIA, NEW ZEALAND, SOUTH AFRICA, JAPAN,
HONG KONG, OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.

Oslo, 28 September 2023

Reference is made to the offer document dated 27 July 2023 (the "Offer
Document") for the recommended voluntary offer (the "Offer") by Kangaroo BidCo
AS (the "Offeror") to acquire all outstanding shares (the "Shares") in Kahoot!
ASA ("Kahoot!" or the "Company") for a cash consideration of NOK 35.00 per Share
(the "Offer Price"). Reference is further made to the announcement dated 22
September 2023 regarding the last and final extension of the offer period under
the Offer (the "Offer Period") to 6 October 2023 at 23:00 (CEST), and to the
announcement dated 25 September 2023 regarding the acceptances received under
the Offer. The Offer Price represents the Offeror's best and final offer to the
shareholders of Kahoot!.

The Offeror hereby announces that it waives the closing condition relating to
minimum acceptance in the Offer, as set out in section 1.6 (Closing Conditions)
of the Offer Document (the "Minimum Acceptance Condition"). The waiver of the
Minimum Acceptance Condition as set out herein entails that the Offer is no
longer conditional on the receipt of additional acceptances in the Offer.

Michael Bruun, global co-Head of Private Equity in Goldman Sachs Asset
Management comments:
"On behalf of the Offeror, we are delighted with the support received from a
broad majority of Kahoot!'s shareholders allowing us to reach 69.29% of the
share capital of the Company as at 25 September 2023, and are pleased to waive
the Minimum Acceptance Condition. We continue to expect to receive all
regulatory approvals during the week of 9 October 2023, and we are optimistic
that the transaction will be successfully completed."

The waiver of the Minimum Acceptance Condition is made pursuant to section 1.6
(Closing Conditions) of the Offer Document.

Settlement of the Offer shall take place no later than twenty (20) business days
after the date on which the Offeror has announced that the closing condition for
the Offer relating to "Regulatory Approvals", as defined in the Offer Document,
has been fulfilled or waived by the Offeror, subject to the other conditions for
the Offer, as further set out in Section 1.6 (Closing Conditions) in the Offer
Document being fulfilled or waived, until the settlement of the Offer.

As of the date hereof, the Offeror has received regulatory approvals in Austria
from the Austrian Federal Competition Authority, in Germany from the German
Federal Cartel Office and in Turkey from the Turkish Competition Authority. The
closing condition relating to regulatory approvals, as set out in section 1.6
(Closing Conditions) of the Offer Document, remains subject to the receipt or
waiver of regulatory clearances in the United States and China.

The Offeror currently expects that the closing condition under the Offer
relating to regulatory approvals will be satisfied during the week commencing on
9 October 2023.

The complete terms and conditions for the Offer are set out in the Offer
Document, with the amended Offer Period, as announced on 22 September 2023, and
the Minimum Acceptance Condition having been waived as set out in this
announcement.

Acceptances of the Offer already received will remain binding and there is no
need for shareholders that have already accepted the Offer to take any further
action to confirm their acceptances.

The Offer is only capable of being accepted pursuant to the Offer Document.
Shareholders that want to accept the Offer must fill out and return the
acceptance form which is included in the Offer Document, or as made available on
the webpage of Danske Bank Norwegian Branch (the "Receiving Agent"), by 23:00
(CEST) on 6 October 2023 and in accordance with the procedures set out in the
Offer Document or on the webpage of the Receiving Agent:

https://danskebank.no/Kahoot

The Offer Document is, subject to regulatory restrictions in certain
jurisdictions, available at the webpage of the Receiving Agent.

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.

Media relations
For Goldman Sachs
Joseph Stein, Corporate Communications
Phone: +44 207 774 4080

For Kahoot!
Axel Heiberg-Andersen, Sr. Communications Manager
Tel: +47 924 97 627
Email: axelh@kahoot.com

Press inquiries: press@kahoot.com

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

For General Atlantic
Emily Japlon
Email: media@generalatlantic.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. The
Offer Document and related acceptance forms are 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.

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