Kahoot! will acquire Clever, a leading US K-12 EdTech learning platform, accelerating its vision to build the world's leading learning platform

OSLO,Norway,May 6,2021 --Kahoot!,a global learning platform company,announced today the acquisition of Clever Inc.,a privately-held,California-based company that is one of the most widely-used digital learning platforms by U.S. K-12 schools. The partnership between two of the most popular platforms in education,with distinct and highly complementary offerings,will provide improved learning solutions and offerings to U.S. schools,while accelerating the global expansion of Clever's solutions.

Kahoot! will acquire Clever,a leading US K-12 EdTech learning platform,accelerating its vision to build the world’s leading learning platform

Kahoot! Group will acquire 100% of the shares in Clever Inc.,for an enterprise value (EV) of USD 435 - 500 million on a cash and debt-free basis,including a performance-based element for 2021-2022. The consideration will consist of a combination of cash and Kahoot! shares.

The company will be wholly-owned by the Kahoot! Group upon closing of the transaction. Clever will remain an open platform and continue to operate under the Clever brand. Clever Inc. will operate as an independent company in the Kahoot! Group,led by its strong management team.

Market-leading Platform for Learning Community and App Partners

Founded in 2012,Clever's market-leading and open platform brings schools,teachers,students and application developers together in a single-sign-on education network that simplifies accessible learning and provides an easy go-to solution for all users. The shift to digital learning and rapid adoption in recent years of K-12 EdTech has created immense usability challenges for K-12 students,parents and application developers. Clever seamlessly integrates student and teacher workflow through a marketplace,portal,API-based user management and single-sign-on experience,consistent with Kahoot!'s content-agnostic,digital-first education approach. With Clever,students get a digital classroom with all the resources they need to login and start learning. Teachers create personalized and organized digital classrooms and can see which students are participating,and instantly reach out to students who need help—all without leaving the platform.

Clever offers their platform free of charge to schools and school districts and,in 2020,served 50% of all U.S. students in over 89,000 schools,representing 65% of the 13,000+ school districts,and engaged over 20 million students monthly,delivering 5.6 billion learning sessions. Clever has partnered with 600 application developers,including many of the leading U.S and global learning providers,like Khan Academy,McGraw Hill,Zoom,and also recently announced its new partnership with Google Classroom.

Clever expects to reach USD 44 million in billed revenues for 2021 from its U.S. ecosystem partners,following an annual revenue growth rate of approximately 25% CAGR in the last three years,running the business on a cash flow neutral basis,redeploying all cash into development of its offerings. With offices in San Francisco,CA and Durham,NC,Clever employs a talent force of over 175 with deep education and technology expertise.

Making Learning Awesome

"Today's announcement marks a milestone in Kahoot!'s mission to make learning awesome. Clever and Kahoot! are two purpose-led organizations that are equally passionate about education and unleashing the potential within every learner," said Eilert Hanoa,CEO at Kahoot!. "Through this acquisition we see considerable potential to collaborate on education innovation to better service all our users - schools,students,parents and lifelong learners - and leveraging our global scale to offer Clever's unique platform worldwide. I'm excited to welcome Tyler and his team to the Kahoot! family.

"In the same way as we are improving our offerings with Kahoot! at Work towards enterprises with Kahoot! Spirit and our acquisitions of Actimo and Motimate,the acquisition of Clever will strengthen our offerings towards schools,districts and families in Kahoot! at School and Kahoot! at Home," said Hanoa.

Unlocking New Ways to Learn for All Students

"We founded Clever because we believed that technology can be a powerful lever to make learning more joyful and engaging - and no one embodies that more than Kahoot!," said Tyler Bosmeny,CEO and co-founder of Clever. "Being part of the Kahoot! family will give us the opportunity to not only continue our mission,but to accelerate our plans to serve international markets. We are inspired to be a part of Kahoot! Group and excited to work with Eilert and the team to unlock the opportunities ahead for schools around the globe."

Uniquely Positioned Offering for U.S. Market

The continued rapid expansion and complexity of the U.S. EdTech ecosystem increases the need to offer students,parents and school districts a single-source platform to easily access the universe of value-add learning solutions. The proposed partnership between Kahoot! and Clever will provide complementary digital solutions that make learning more efficient,effective and awesome for everyone. Clever will also integrate Kahoot!´s family of learning apps onto its platform,enhancing distribution channels for Kahoot! and enabling efficient implementation via Clever APIs to millions of students and teachers in U.S. K-12 schools.

Complementary Strengths that Create Unique Advantage

Both companies possess powerful but different capabilities. Kahoot! is a leading educational platform for user- and partner-generated content,including its broad suite of family-friendly learning apps,rapidly growing viral distribution model and global scale. Clever offers a popular and ubiquitous single-sign on platform,trusted ecosystem,loyal partners,and deep relationships in the education system. In partnership,the companies expect to offer a compelling marketplace proposition for all learning applications,as well as simplification of access and a steadily improved offering of learning tools to all users.

Significant Growth and Global Expansion Opportunities

The transaction is expected to generate synergies that will create additional potential to grow and empower more users with industry-leading EdTech tools and resources. The acquisition will add value to Kahoot!'s already strong presence in the U.S. education sector and will provide the opportunity to extend Clever's platform across Kahoot!'s existing reach of over 200 countries,providing application partners a springboard into international markets.

Passionate Cultures,Shared Values

Kahoot! and Clever,both purpose-driven organizations,have made it their missions to make education accessible and awesome. After closing,the teams will collaborate to innovate new marketplace offerings to the education sector,having an even greater social impact as they empower educators and help learners everywhere reach their full potential. Committed to serving as a force for good,Kahoot! and Clever will continue to drive toward diversity,equity and inclusion for all,as well as continue to offer free as well as premium offerings to all user groups.

Enhanced Financial Profile

Building on Kahoot!'s solid financial position supported by strong recurring revenue (ARR) growth,Clever will bring an additional annual recurring revenue platform based on its current marketplace structure comprising direct revenue streams from application developers (B2B). On the basis of its large base of over 600 application partnerships and deep customer relationships,Kahoot! is expecting Clever to accelerate its growth trajectory in the years to come fueled by additional upcoming marketplace launches,further expansion beyond the K-12 segment as well as international expansion plans.

Transaction Terms

Kahoot! Group will acquire 100% of the shares in Clever Inc. for a total consideration reflecting an Enterprise Value (EV) of USD 435 - 500 million,on a cash and debt free basis,including an up to USD 65 million 2021-2022 performance-based element. The consideration will be settled by a combination of approximately 82% cash and 18% Kahoot! shares. The cash portion of the USD 435 million base consideration is payable in instalments whereby USD 205 million is payable at closing and the remaining USD 150 million will be payable later in 2021. The performance based consideration will be payable in 2022 and 2023. The cash portion of the consideration will be financed from available cash and other sources available to Kahoot!,and the consideration shares will be subject to a 12-months lock-up from the respective issuance dates. The transaction,which is subject to customary closing conditions,including regulatory approvals,is expected to close in the second quarter of 2021.

A company presentation with Clever will be held on May 19th. More information will be available at www.kahoot.com/investor.

For more information about Clever,see the Clever Introduction presentation here and read our latest blog post about Kahoot! and Clever.

Please visit Kahoot! Newsto stay up to date on company news and updates.

About Kahoot!

Kahoot! is on a mission to make learning awesome! We want to empower everyone,including children,and employees to unlock their full learning potential. Our learning platform makes it easy for any individual or corporation to create,share,and play learning games that drive compelling engagement. Launched in 2013,Kahoot!'s vision is to build the leading learning platform in the world. In the last 12 months,279 million games have been played on the Kahoot! platform with 1.6 billion participating players in more than 200 countries. The Kahoot! family also includes award-winning DragonBox math learning apps,the Poio learn to read app,the Drops language learning apps,the Actimo and Motimate employee engagement and corporate platforms and Whiteboard.fi,the online whiteboard tool for all educators,teachers and classrooms. The Kahoot! Group is headquartered in Oslo,Norway with offices in the US,the UK,France,Finland,Estonia,Denmark and Spain. Let's play!

About Clever

Clever is on a mission to unlock new ways to learn for all students. Since 2012 our team has been driven by a belief that technology is a powerful lever to make learning more engaging,give teachers superpowers,and advance educational equity. Now,more than 50% of US K-12 students use Clever's single sign-on and secure portal for simplified access to a world of digital learning. Over 89,including 96 of the top 100 U.S. school districts,and a network of leading application partners rely on the Clever API for speedy implementation and seamless student engagement. Clever has offices in San Francisco,California and Durham,North Carolina,and you can visit us anytime at clever.com.

Media contact:

Kahoot!

Falguni Bhuta

falguni@kahoot.com

Clever

Liz Stein

Whiteboard Advisors for Clever

liz.stein@whiteboardadvisors.com

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