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Kursutveckling och likviditet under dagen för detta pressmeddelande

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2024-02-15 Bokslutskommuniké 2023
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Beskrivning

LandNorge
ListaOB Match
SektorSällanköp
IndustriGaming
Kahoot! är ett norskt teknikbolag inriktade mot digital inlärning. Bolaget har egenutvecklade plattformar som huvudsakligen används för att kunna sätta upp olika tävlingar, frågesport och övriga spel, med fokus på inlärning. Bolaget erbjuder tjänsterna både till skolor, universitet samt företagskunder. Störst verksamhet innehas inom den europeiska marknaden, med huvudkontoret beläget i Oslo, Norge.
2023-10-13 17:30:32
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, 13 October 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 ("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 settlement notification
announced by the Offeror on 11 October 2023, setting out that settlement of the
Offer will take place no later than 9 November 2023 subject to the remaining
closing conditions as set out in section 1.6 (Closing Conditions) in the Offer
Document remaining fulfilled or being waived (at the Offeror's sole discretion)
(the "Settlement Notification").

Kangaroo TopCo S.à r.l., WSCP VIII Emp Investments B S.à r.l., ELQ Lux Holding
S.à r.l. and Special Situations 2022 Lux S.à r.l., (the "Buyers"), each a
related party of the Offeror pursuant to section 2-5 of the Norwegian Securities
Trading Act (the "STA"), have Wednesday 11 October 2023 through Friday 13
October 2023 agreed to acquire 2,219,728 Shares through market purchases on the
Oslo Stock Exchange, at a price per Share of up to NOK 34.99 (the
"Transaction").

Pursuant to the completion of the Transaction, which is subject to settlement by
Wednesday 18 October 2023, the Buyers, together with its related parties, will
hold 164,324,780 Shares, representing approximately 33.34% of the share capital
and voting rights in the Company (such amount does not include the Shares
tendered into the Offer). Completion of the Transaction will entail that the
Buyers, together with its related parties, will on an aggregated basis hold
Shares in excess of the 1/3 mandatory offer threshold as set out in section 6-1
of the STA.

Subject to settlement of the Transaction and completion of the Offer having
occurred, the Buyers will contribute the Shares acquired pursuant to the
Transaction to the Offeror, and the Offeror intends to make a mandatory offer to
acquire the remaining Shares in accordance with chapter 6 of the STA at a price
of NOK 35.00 per Share.

If the Offeror becomes the owner of 90% or more of the Shares and voting rights
in the Company, the Offeror intends to proceed with a compulsory acquisition of
the remaining Shares pursuant to section 4-25 of the Norwegian Public Companies
Act and section 6-22 of the STA.

If the remaining closing conditions are not fulfilled or waived by the Offeror
and completion of the Offer does not occur, then the Shares acquired in the
Transaction will be sold in the market within four weeks of the mandatory offer
obligation having been triggered and no mandatory offer will be made.

For further information on the Offer, visit: https://danskebank.no/Kahoot

For further information, please contact:

Media relations

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

This information is subject to the disclosure requirements pursuant to section
6-8 of the Norwegian Securities Trading Act.

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.
The Offer Period has now expired. Accordingly, investors may no longer accept
the Offer. Offers have not been and 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 expecting 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