On Friday, July 14, Oslo-based game-based learning platform Kahoot! made an announcement regarding a recommended voluntary all-cash offer. If the transaction is successfully concluded, Kahoot! will transition into operating as a private company in the foreseeable future.
The Private Equity division of Goldman Sachs Asset Management, in collaboration with co-investors General Atlantic FT, LEGO Group’s KIRKBI Invest A/S, Glitrafjord AS, and various other investors and management shareholders, has extended the offer.
According to Eilert Hanoa, CEO of Kahoot!, the company’s mission is to create an amazing learning experience. Through continuous product innovation and a dedicated team, Kahoot! drives billions of learning interactions each year, striving to bring magical learning moments to everyone.
With the increasing demand for engaging learning solutions in various environments like homes, schools, and workplaces, Hanoa expresses enthusiasm about the partnership’s potential to benefit users, partners, and the talented team at Kahoot! Group. The collaboration aims to advance education for millions of learners worldwide.
The completion of this process is anticipated to take place in the second half of 2023.
Kahoot! Valued at €1.5B in Offer
The offer presented entails the acquisition of all Kahoot! shares at a final price of NOK 35 per share, resulting in an aggregate equity purchase price of NOK 17.2B (approximately €1.5B), based on the current issued and outstanding shares of 492,836,049.
Kangaroo BidCo AS, an asset management company established by Goldman Sachs, will oversee and facilitate this offer. The board of directors of Kahoot! (excluding conflicted members) has unanimously recommended the acceptance of this offer.
The offer price represents a substantial premium compared to various benchmarks. It is 53.1 percent higher than the closing price on the Oslo Stock Exchange on May 22, 2023, which stood at NOK 22.86. This closing price coincided with 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 percent over the 3-month volume weighted average price of NOK 26.26 and 62.1 percent over the 6-month volume weighted average price of NOK 21.59, both as of July 13, 2023.
Kahoot! has confirmed significant progress in securing the acquisition, with shareholders representing approximately 34.20 percent of the company’s outstanding share capital committing to selling or contributing their shares as part of the “Investment Agreement and irrevocable undertakings.” These shareholders include General Atlantic, KIRKBI, Glitrafjord AS (controlled by Kahoot!’s CEO, Eilert Hanoa), other investors, board members, and senior management.
General Atlantic and Goldman Sachs Join Forces
In a significant move, General Atlantic, the largest shareholder, has entered into an investment agreement with Goldman Sachs Asset Management. As part of this agreement, General Atlantic has committed to contributing a portion of their shares, equivalent to approximately 26.68 percent of the Outstanding Share Capital, to the Offeror. In return, they will receive newly issued shares in the Offeror’s indirect parent company or a combination of such shares and cash, based on the Offer Price.
Additionally, General Atlantic has agreed to sell a portion of their shares, representing around 3.36 percent of the Outstanding Share Capital, to the Offeror for cash at the Offer Price upon the completion of the Offer.
Expressing their views on the partnership, Michael Bruun, Global co-Head of Private Equity at Goldman Sachs Asset Management, states, “Kahoot! is revolutionizing learning opportunities for children, students, and employees worldwide. The company has a clear mission and value proposition, and our investment will support its growth and drive value for all stakeholders. Through this transaction, we are thrilled to join forces with an exceptional leadership team and group of co-investors to expand this vital learning and engagement platform, contributing to its further growth and innovation.”
Chris Caulkin, Managing Director and Head of Technology for EMEA at General Atlantic, comments, “Since partnering with Kahoot! in September 2022, General Atlantic has witnessed the company maintain significant momentum across key strategic initiatives. These include scaling its enterprise offering, expanding its global subscriber base, forging premium IP partnerships, and delivering product innovations to leverage advancements in generative AI. Through this transaction, we are delighted to deepen our commitment to supporting Kahoot!’s long-term growth in collaboration with our co-investor group. We eagerly anticipate continuing our partnership with Eilert and the Kahoot! team in the years to come.”
Kahoot! was established in 2012 by Morten Versvik, Johan Brand, and Jamie Brooker in Oslo with the aim of providing a game-based learning platform. This platform enables individuals and corporations to create, share, and engage in learning games.
Since its launch in 2013, Kahoot! Group has experienced significant growth, evolving into a diverse offering and a collection of prominent brands operating at the convergence of digital learning and audience engagement.
Organizations of all scales, including 97 percent of Fortune 500 companies, utilize Kahoot! to enhance engagement and facilitate learning experiences.