Kangaroo BidCo has the option to withdraw from the offer as they have not reached over 90% ownership.
Since they have secured a 2/3 majority of shares, they can decide at a general meeting to delist Kahoot from the stock exchange. But why would they buy the company if they don’t get 100% voting power?
Which follow-up scenario do you consider likely?
Kangaroo BidColla removed the 90% ownership threshold today. They are implying that the deal will go through if they receive regulatory approvals by 9 October 2023. I wonder what’s next?
So they will go through with the tender offer even if they only get about a 70% stake? Then they’ll let the listing stay on the exchange for a while and start “pressuring” the owners of the remaining 30% stake with a delisting—“later it will be hard to get your money out of this”?
But what happens to the price… will it drop below 35 NOK after the purchase, or will they buy aggressively from the market and the price climbs higher?
Does anyone have anything new on this, now that 6.10 has passed?
Now we are waiting for regulatory approval by October 11, 2023. Then perhaps delisting pressure will begin so they can acquire the remaining 30% of the shares. I’m just speculating. Only Kangaroo BidCo and its shareholders know.
The day before yesterday, October 9, 2023, an announcement was made NewsWeb (oslobors.no), according to which 81.08% of shares have accepted the offer.
Today they announced NewsWeb (oslobors.no) that regulatory approvals have been received, and that payment for the shares would be made by November 9, 2023, at the latest, and:
Upon completion of the Offer, subject to the closing conditions, the Offeror intends to make a mandatory offer to acquire the remaining Shares pursuant to chapter 6 of the Norwegian Securities Trading Act. 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 Norwegian Securities Trading Act.
So, they will make a tender offer for the remaining approximately 19% of the shares, and if they reach the 90% threshold, they will redeem the rest of the shares. The question is: At what price? Today’s closing price was 34.80.
Unfortunately, Kahoot’s stock market story is coming to an end. I would have gladly continued as an investor.
Personally, I hold other stocks that have been bought out from the exchange, in whose returns (relisting) I believe. I, for one, will hold onto the shares until the final decision, whatever it may be.
Oslo, 8 November 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 announcement dated 9 October 2023 regarding the preliminary results of the Offer. Reference is also made to the settlement notification dated 11 October 2023 (the “Settlement Notification”).
The Offer was accepted for a total of 251,984,624 Shares, which, taken together with the 148,015,955 Shares to which the Offeror is conditionally entitled pursuant to the investment agreement dated 14 July 2023 (the “Investment Agreement”), equals 400,000,579 Shares, equivalent to approximately 81.16% of the share capital and voting rights in the Company Additionally, the Offeror’s related party entities, 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. have acquired or agreed to acquire 14,470,218 Shares, which taken together with the Shares under the Offeror and the Shares which the Offeror is conditionally entitled pursuant to the Investment Agreement, equals an aggregate of 414,470,797 Shares, representing approximately 84.10% of the share capital and voting rights of the Company.
Provided that the other closing conditions remain satisfied until settlement of the Offer or are waived by the Offeror, settlement will take place no later than Thursday 9 November 2023, being twenty (20) Business Days (as defined in the Offer Document) after the Settlement Notification.
Following the completion of the Offer, subject to the closing conditions, the Offeror intends to make a mandatory offer to acquire the remaining Shares pursuant to chapter 6 of the Norwegian Securities Trading Act. If the Offeror becomes the owner of 90% or more of the Shares and voting rights in the Company, the Offeror intends to carry out a compulsory acquisition of the remaining Shares pursuant to section 4-25 of the Norwegian Public Companies Act and section 6-22 of the Norwegian Securities Trading Act.
So, just over 84% is secured, and now they are aiming to get the remaining roughly 6 percentage points.
Kahoot provided information yesterday on the Q3 2023 results. They do not plan to release any other report. Well, maybe someday when they list this in the US. 
Kahoot! Group Trading Update – Third Quarter 2023 | Kahoot!
The figures were good. Growth across all metrics.
Cash on hand was $115 million. After this, there is still a $76 million payment for management options and legal fees.
9.11.2023 85.47% reached NewsWeb (oslobors.no) Price now 35.36, which is 1% above the offer price.
About 26 million shares are still needed to reach 90%. Weekly trading volume was about 1 million shares for the past couple of weeks. Yesterday, volume was already 1.3 million shares.
The last few percent don’t seem to be easy – currently at 85.92%, meaning there hasn’t been much significant growth anymore. The message above keeps us well updated – a month ago the figure was 85.47%. At the same time, the offer period has been extended again.
As of the date hereof at 08.00 (Norwegian time), and subject to customary verification, the Offeror has received acceptances of the Offer for a total of 5,504,972 Shares, which taken together with the 414,176,959 Shares held by the Offeror as of launch of the Offer and the 3,760,496 Shares acquired or agreed to be acquired outside the Offer during the Offer Period, equals 423,442,427 Shares, representing approximately 85.92% of the share capital and voting rights in the Company.
..subject to the extension of the Offer Period to 16:30 (Norwegian time) on 28 December 2023, as set out in the announcement dated 14 December 2023. Shareholders that want to accept the Offer must fill out and return the acceptance form which is included in the Offer Document..
However, contrary to what I thought at first, this nasty offer is going to go through at some point. The question really is at what price the remaining percentages will be scraped together to reach 90%. I don’t know if it’s possible that they would accept, for example, a situation where 87% of shares are acquired, and the remaining 3% are snatched from the market at a rising price. Because of this personal hope or expectation, I haven’t accepted the underpriced deal. But if such a scenario plays out, at what price would the final 10% be redeemed, and would things go “by the book” then? Does anyone have thoughts on this?
Can someone clarify what happens to the Kahoot holdings if the Kangaroos reach their target 90%, but I haven’t sold my own stake to them?
I have a fairly decent slice of Kahoot in my portfolio, and at least for now, I’ve been sitting on it calmly.
Folketrygdfondet has today, 22.12.2023, accepted an offer to sell 24,791,923 shares in Kahoot! ASA and after this owns net zero shares in the company, corresponding to an ownership stake of 0%.
This now seems very decisive. In other words, I expect them to reach the 90% threshold and redeem the remaining investments at that same price.
Btw. I wonder what extra was offered for such a large owner to agree to the deal now?
Yep, unfortunately. I hung in there hoping that for the remainder, they would agree to allow staying on as an owner (aka Meltwater). Looks like it’s Norwegian cod (losses) for Christmas, nothing to be done. These are really unfortunate cases, and they don’t leave a good impression of how good companies are snatched up for cheap. Squeeze-outs suck IMO.
Did I understand correctly that since I didn’t sell my shares at 35 NOK, they will carry out a compulsory acquisition of the remaining shares anyway, now that they have acquired over 90%?
How does this work in practice?
I’m looking at a loss regardless, but I’m mainly interested in the practicalities.
Are there any more experienced investors who could explain?
That is likely exactly what will happen within the next 6-12 months. And the price will probably be the same 35 NOK. You might start getting some notices in the mail, but nothing is stopping you from selling on the exchange as soon as tomorrow. That’s my understanding, and I’m in the same boat as you — my own investment is in the black in NOK terms, but not in EUR.
I’ll probably sell on the exchange soon and set up a NOK account where I’ll park the investment for a while.
It didn’t take that long after all. The money came back already, trade/robbery made on Jan 18th at 9:30 PM. Avoided transaction costs by not selling on the exchange, otherwise the whole case was pretty much 
.
I took a ten-grand loss on this investment case. I was pretty sure everything would go fine even though the share price was scraping the bottom.
What was rare about this was that I had even heard people talking about Kahoot! outside of investment forums, and it gave me that Peter Lynch-esque feeling. He probably had a similar feeling when he realized his wife’s pantyhose manufacturer was listed on the stock exchange and invested in it back then.
Yep, these kinds of announcements have been received. I was also waiting to see if the settlement would actually happen on Jan 19th, and it did. The story is basically over, or well, you can still file an objection – but I won’t be wasting my time on that.
Oslo Børs has decided to delist the shares of Kahoot! ASA from trading on Oslo Børs. Pursuant to Rule Book II section 2.11.2 (3), Oslo Børs has on 19. January 2024 made the following resolution: “The shares in Kahoot! ASA will be delisted from the Oslo Stock Exchange as of the 23. January 2024. The last day of trading will be 22. January 2024.”
Settlement of the compulsory acquisition offer price will take place on or about 19 January 2024. A notice regarding compulsory acquisition will be sent to all former shareholders subject to the compulsory acquisition whose addresses are known. In addition, the compulsory acquisition will be announced through the electronic notice service of the Norwegian Register of Business Enterprises.
Any objections to, or rejection of, the offered compulsory acquisition offer price must be made at the latest by 23:59 (Norwegian time) on 18 March 2024.
