PR89390

OSLO, Norway, May 6, 2021 /PRNewswire=KYODO JBN/ --

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.

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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, teachers, 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 (

https://c212.net/c/link/?t=0&l=en&o=3154603-1&h=4246765810&u=https%3A%2F%2Fblog.clever.com%2F2021%2F04%2Fgoogle-classroom-now-integrates-with-clever%2F&a=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, teachers, 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, teachers, 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 (

https://c212.net/c/link/?t=0&l=en&o=3154603-1&h=2213877135&u=https%3A%2F%2Fkahoot.com%2Ffiles%2F2021%2F05%2FClever-Introduction-1.pdf&a=here

) and read our latest blog post (

https://c212.net/c/link/?t=0&l=en&o=3154603-1&h=1466366322&u=https%3A%2F%2Fkahoot.com%2Fblog%2F2021%2F05%2F06%2Fkahoot-clever-making-learning-awesome%2F&a=blog+post

) about Kahoot! and Clever.

Please visit Kahoot! News (

https://c212.net/c/link/?t=0&l=en&o=3154603-1&h=324115795&u=https%3A%2F%2Fkahoot.com%2Fnews%2F&a=Kahoot!+News

) to 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, students, 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 89,000

schools, 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

Source - Kahoot!