ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBPAGE BY KANGAROO BID AS IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN AUSTRALIA, CANADA, HONG KONG, NEW ZEALAND, SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTIONS WHERE THE RELEASE, PUBLICATION OR DISTRIBUTION OF THESE MATERIALS IS NOT LAWFUL UNLESS THERE ARE APPLICABLE EXEMPTIONS.
Overseas Persons
Viewing the voluntary offer
document to acquire all outstanding shares in Kahoot! ASA (“Kahoot!”) (the "Offer") (the “Offer Document”) you seek to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside Norway who wishes to view the Offer Document must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. The Offer Document does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in any jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction unless there are available exemptions. If you are not permitted to view the Offer Document on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
In particular, unless otherwise determined by Kangaroo BidCo the “Offeror” and permitted by applicable law and regulation, it is not intended, subject to certain exceptions, that the Offer in the voluntary offer by Kangaroo BidCo would be made, or any documentation be sent, directly or indirectly, in or into, Canada, Australia, Hong Kong, New Zealand, South Africa, Japan or in any other jurisdictions where this is not lawful unless there are applicable exemptions.
General
The distribution of the Offer Document and any separate notices, summaries and other documentation regarding the Offer, and the making of the Offer, may in certain jurisdictions (including, but not limited to, Canada, Australia, Hong Kong, New Zealand, South Africa and Japan), be restricted by law. Persons obtaining the Offer Document or such other documentation or into whose possession the Offer Document or such other documentation otherwise comes, are therefore required to inform themselves of and observe all such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Neither the Offeror nor the Receiving Agent accepts or assumes any responsibility or liability for any violation by any person whomsoever of any such restriction. Persons in the United States should review "Notice to U.S. Holders" below.
The Offer Document is not directed to persons whose acceptance of the Offer requires that (i) further documents are issued in order for the Offer to comply with local law or (ii) registration or other measures are taken pursuant to local law. No document or material relating to the Offer may be distributed in or into any country where such distribution or offering requires any of the aforementioned measures to be taken or would be in conflict with any law or regulation of such country. In the event such distribution or offering nevertheless is made, an acceptance form sent from such a country may be disregarded as non-binding on the Offeror. The Offer is not being made in, and this Offer Document and related acceptance forms may not be distributed, forwarded or transmitted into, from, or within any jurisdiction prohibited by applicable law, including without limitation, Canada, Australia, Hong Kong, New Zealand, South Africa or Japan.
This Offer Document does not represent an offer to acquire or obtain securities other than the shares in Kahoot! the "Shares" that are subject to the Offer.
Notice to U.S. Holders
U.S. Holders (as defined below) are advised that the Shares are not listed on a U.S. securities exchange and that Kahoot! is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder. The Offer will be made to holders of Shares resident in the United States ("U.S. Holders") on the same terms and conditions as those made to all other holders of Shares of Kahoot! to whom an offer is made. Any information documents, including the Offer Document, will be disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to Kahoot!'s other Shareholders to whom an offer is made. The Offer will be made by the Offeror and no one else.
The Offer will be made to U.S. Holders pursuant to Section 14(e) and Regulation 14E under the U.S. Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of Norwegian law. Accordingly, the Offer will be subject to disclosure and other procedural requirements timetable, settlement procedures and timing of payments, that are different from those that would be applicable under U.S. domestic tender offer procedures and law. Pursuant to an exemption from Rule 14e-5 under the U.S. Exchange Act, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase, Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares outside the United States during the period in which the Offer remains open for acceptance, so long as those acquisitions or arrangements comply with applicable Norwegian law and practice and the provisions of such exemption. To the extent information about such purchases or arrangements to purchase is made public in Norway, such information will be disclosed by means of an English language press release via an electronically operated information distribution system in the United States or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Kahoot!, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any securities supervisory authority of any state or other jurisdiction in the United States has approved or disapproved the Offer or reviewed it for its fairness, nor have the contents of the Offer Document or any other documentation relating to the Offer been reviewed for accuracy, completeness or fairness by the SEC or any securities supervisory authority in the United States. Any representation to the contrary is a criminal offence in the United States.
If you are not permitted to view materials on this webpage or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Basis of access
Access to electronic versions of these materials is being made available on this webpage by Kangaroo BidCo AS in good faith and for information purposes only. Any person seeking access to this webpage represents and warrants to Kangaroo BidCo AS that it is doing so for information purposes only. Making press announcements and other documents available in electronic format does not constitute an offer to sell or the solicitation of an offer to sell securities in Kahoot!. Further, it does not constitute a recommendation by Kangaroo BidCo AS or any other party to sell or buy securities in Kahoot!.
