Oslo-based Kahoot!, a game-based learning platform, announced on Friday, July 14, a recommended voluntary all-cash offer. Upon the successful completion of the transaction, Kahoot! will operate as a private company in the years ahead.
The offer comes from the Private Equity business within Goldman Sachs Asset Management. It is made along with co-investors General Atlantic FT, LEGO Group’s KIRKBI Invest A/S, Glitrafjord AS, and other investors and management shareholders.
Eilert Hanoa, Chief Executive Officer at Kahoot!, says, “Kahoot!´s mission is to make learning awesome. Our portfolio of solutions drives billions of learning interactions every year, coming together through continuous product innovation and a team with the ambition to put magic learning moments at everyone’s fingertips.”
“As the need for engaging learning, across home, school, and work, continues to grow, I am excited about the opportunities this partnership represents for our users, our ecosystem of partners, and for the talented team across Kahoot! Group, to advance education for hundreds of millions of learners everywhere,” adds Hanoa.
Completion of the process is expected to happen in the second half of 2023
Offer values Kahoot! at €1.5B
This offer acquires all Kahoot! shares at a best and final price of NOK 35 per share. The aggregate equity purchase price amounts to NOK 17.2B (approximately €1.5B) based on current issued and outstanding shares of 492,836,049.
Kangaroo BidCo AS, an asset management company established by Goldman Sachs, will facilitate this offer.
The board of directors of Kahoot! (excluding conflicting members) unanimously recommended that Kahoot! accept this offer.
The offer price represents a premium compared to various benchmarks – 53.1 per cent higher than the closing price on the Oslo Stock Exchange on May 22, 2023, which was NOK 22.86.
This closing price was on the last trading day before the disclosure of Co-Investors’ shareholding positions during the 2023 AGM voting process.
Additionally, the offer price represents a premium of 33.3 per cent over the 3-month volume weighted average price of NOK 26.26 and 62.1 per cent over the 6-month volume weighted average price of NOK 21.59, both as of July 13, 2023.
Kahoot! says significant progress has already been made in securing the acquisition.
Shareholders representing approximately 34.20 per cent of Kahoot!’s outstanding share capital have committed to selling or contributing their shares as part of the “Investment Agreement and irrevocable undertakings.”
It includes shares from General Atlantic, KIRKBI, Glitrafjord AS (controlled by Kahoot!’s CEO, Eilert Hanoa), other investors, Board members, and senior management.
General Atlantic joins hands with Goldman Sachs
General Atlantic, the largest shareholder, has entered into an investment agreement with Goldman Sachs Asset Management.
Under this agreement, they have agreed to contribute a portion of their shares, amounting to approximately 26.68 per cent of the Outstanding Share Capital, to the Offeror. This is in exchange for newly issued shares in the Offeror’s indirect parent company or a combination of such shares and cash, at the Offer Price.
They also agreed to sell a portion of their shares, representing approximately 3.36 per cent of the Outstanding Share Capital, to the Offeror for cash at the Offer Price upon completion of the Offer.
Michael Bruun, Global co-Head of Private Equity at Goldman Sachs Asset Management, says, “Kahoot! is unlocking learning potential for children, students, and employees globally. The company has a clear mission and value proposition, and our investment will help grow its impact and accelerate value for all stakeholders.”
“Through this transaction, we are pleased to partner with a fantastic leadership team and group of co-investors to expand a mission-critical learning and engagement platform and contribute to its further growth and innovation,” adds Bruun.
Chris Caulkin, Managing Director and Head of Technology for EMEA at General Atlantic, says, “Since General Atlantic partnered with Kahoot! in September 2022, the company has maintained significant momentum across key strategic initiatives, including scaling its enterprise offering and global subscriber base while also extending its premium IP partnerships and delivering product innovation to leverage advances in generative AI.”
“Through this transaction, we are pleased to deepen our commitment to supporting Kahoot!’s long-term growth in collaboration with the broader co-investor group. We look forward to our continued partnership with Eilert and Kahoot! team in the years ahead,” adds Caulkin.
Empowering everyone to unlock their full learning potential
Founded in 2012 by Morten Versvik, Johan Brand, and Jamie Brooker, Kahoot! provides a game-based learning platform for individuals or corporations to create, share, and play learning games.
Since its inception in 2013, Kahoot! Group claims to have grown into a multifaceted offering and a portfolio of leading brands at the intersection of digital learning and audience engagement.
Kahoot! is used by organisations of all sizes, including 97 per cent of Fortune 500 companies, to level up engagement and learning.
Read the orginal article: https://siliconcanals.com/news/startups/kahoot-acquired-in-1-5b-deal/
