All cash offer for Kahoot


Seeking advice,

Goldman and a group of investors has agreed an all cash offer for Kahoot! I’m a shareholder but the price offer is below my purchase price and hence I am reluctant to sell.

It is not clear to me from the offer if I can be required to sell and whether the investor group has already secured enough ownership to make a squeeze.

The full offer can be found here:
Link to offer for Kahoot!

Any advice would be very welcome? Can I end up with shares in a private company in case I vote no?

I believe these are the most important paragraphs:

“Minimum Acceptance: valid acceptance of the Offer by Shareholders representing (when taken together with any Shares acquired or agreed to be acquired by the Offeror other than through the Offer, or which the Offeror is otherwise entitled) more than 90% of the issued and outstanding share capital and voting rights of Kahoot!, and such acceptances not being subject to any third party consents in respect to pledges or other rights”

“If as a result of the Offer, the Offeror acquires and holds more than 90% of all Shares representing more than 90% of the voting rights in Kahoot!, the Offeror will have the right and intends to carry out a compulsory acquisition of the remaining Shares.“

“In total, Shares representing c.34.20% of Kahoot!’s outstanding share capital as at the date of this announcement (the “Outstanding Share Capital”) are committed to be sold”

“The largest Shareholder, General Atlantic, a leading global growth equity firm, alongside other Shareholders including KIRKBI, Glitrafjord AS (vehicle controlled by Kahoot!’s CEO Eilert Hanoa), certain other investors and certain members of the Kahoot! management team (including via a pooling vehicle) have entered into an investment agreement with Goldman Sachs Asset Management (the “Investment Agreement”) in which they, on certain terms and conditions, agree to (i) contribute, upon completion of the Offer, certain of their Shares representing c.26.68% of the Outstanding Share Capital”

I read the above as 61% is secured but the group is lacking 29% to make a squeeze. I don’t see other details in the offer that these 29% should be secured but am I wrong?


Comments

Leave a Reply

Your email address will not be published. Required fields are marked *