D2L Acquires Global SaaS Learning Solution H5P Group

Expands D2L's course creation product suite and addressable market

TORONTO, July 9, 2024 /CNW/ - D2L Inc. (TSX: DTOL) ("D2L" or the "Company"), a leading global learning technology company, today announced that it has acquired H5P Group AS ("H5P Group"), a leading provider of interactive content creation software used by educators and organizations globally to increase engagement and boost learning by creating and enriching course materials. This transaction aligns with D2L's commitment to expanding its learning platform with a focus on technologies that enhance the learning moment and improve learning outcomes.

H5P Group was founded in 2014 and is the creator of H5P, the cutting-edge software platform for creating rich learning content interactives. The company's innovative suite of over 60 interactive content tools in areas such as live-engagement activities, formative assessment, and interactive learning, along with its AI-powered Smart Import Tool, help educators access enriched course materials to boost learning outcomes, driving innovation and engagement for millions of individuals in more than 50 countries. H5P Group has approximately 30 employees, primarily based in Norway.

"We believe strongly in the power of easy-to-use creation tools in online learning to improve engagement and ultimately achieve better learning outcomes," said John Baker, D2L's founder and CEO. "These capabilities are increasingly in demand among our customers and prospects, and with this transaction we're adding H5P's best-in-class software to complement the Brightspace learning platform and our Creator+ product. In addition to great technology, H5P has built a growing base of recurring revenue in an efficient and sustainable way, aligning with our balanced growth and profitability operating model. Together, we believe we can accelerate the development and time-to-market of these products and enhanced creator features, unlocking additional market opportunity and establishing leadership in the growing interactive learning space. This transaction aligns with our strategy to expand our learning platform by developing and acquiring new products that enhance the learning moment and address the evolving needs of our customers."

Mr. Baker added: "We're thrilled to welcome the team at H5P and its vibrant user community. We look forward to working together to support millions of users and partners with powerful, interactive learning experiences."

"I am extremely excited to join D2L and to accelerate the vision of H5P. It was of great importance to us to become part of an organization with the same commitment to empowering users to create and share richer learning experiences. Together, we will help more educators around the world create better interactive content faster, leading to stronger learning outcomes," said H5P Group CEO and founder Svein-Tore Griff With.

Building on its 25 years of learning transformation, D2L is committed to investing in and contributing to the H5P community as it helps more educators deliver engaging and interactive learning experiences, both to D2L Brightspace users and beyond. Through its dedication to the learning moment, D2L is committed to supporting the H5P open-source community as it continues to drive innovative and quality interactives.

Under the terms of the share purchase agreement, D2L acquired H5P for a purchase price of US$25.6 million at closing, with potential earnout payments of up to US$7.4 million based on the achievement of certain performance milestones.

Forward-Looking Information

This press release includes statements containing "forward-looking information" within the meaning of applicable securities laws. Statements containing forward-looking information are not historical facts, but instead represent management's expectations, estimates and projections regarding future events or circumstances. This forward-looking information relates to the Company's future financial outlook and anticipated events or results and includes, but is not limited to, information regarding the anticipated impacts resulting from D2L's acquisition of the H5P Group and the potential for and size of any earnout payments related to the acquisition. Forward-looking information is based on certain assumptions, expectations and projections, and analyses made by the Company in light of management's experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, including the following: the Company's ability to win business from new customers and expand business from existing customers; the timing of new customer wins and expansion decisions by existing customers; the Company's ability to generate revenue and expand its business while controlling costs and expenses; the Company's ability to manage growth effectively; the Company's ability to hire and retain personnel effectively; the effects of foreign currency exchange rate fluctuations on our operations; the ability to seek out, enter into and successfully integrate acquisitions; business and industry trends, including the success of current and future development initiatives; positive social development and attitudes toward the pursuit of higher education; the Company's ability to maintain positive relationships with its customer base and strategic partners; the Company's ability to adapt and develop solutions that keep pace with continuing changes in technology, education and customer needs; the ability to patent new technologies and protect intellectual property rights; the Company's ability to comply with security, cybersecurity and accessibility laws, regulations and standards; the assumptions underlying the judgments and estimates impacting on financial statements; and the Company's ability to retain key personnel; the factors and assumptions discussed under the "Financial Outlook" section of the Company's Management's Discussion and Analysis ("MD&A") for the three and 12 months ended January 31, 2024; and that the list of factors referenced in the following paragraph, collectively, do not have a material impact on the Company. Although the Company believes that the assumptions underlying such forward-looking information were reasonable when made, they are inherently uncertain and are subject to significant risks and uncertainties and may prove to be incorrect. The Company cautions investors that forward-looking information is not a guarantee of the future and that actual results may differ materially from those made in or suggested by the forward-looking information contained in this press release. Whether actual results, performance or achievements will conform to the Company's expectations and predictions is subject to a number of known and unknown risks, uncertainties and other factors, including but not limited to the risks identified at "Summary of Factors Affecting Our Performance" of the Company's MD&A for the three and 12 months ended January 31, 2024, or in the "Risk Factors" section of the Company's most recently filed Annual Information Form, in each case filed under the Company's profile on SEDAR+ at www.sedarplus.com. If any of these risks or uncertainties materialize, or if assumptions underlying the forward-looking information prove incorrect, actual results might vary materially from those anticipated in the forward-looking information. Given these risks and uncertainties, investors are cautioned not to place undue reliance on forward-looking information, including any financial outlook. Any forward-looking information that is contained in this press release speaks only as of the date of such statement, and the Company undertakes no obligation to update any forward-looking information or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by applicable securities laws.

About D2L Inc. (TSX: DTOL)

D2L is transforming the way the world learns—helping learners of all ages achieve more than they dreamed possible. Working closely with customers all over the world, D2L is supporting millions of people learning online and in person. Our global workforce is dedicated to making the best learning products to leave the world better than they found it. Learn more at www.D2L.com.

About H5P

H5P Group works to improve the world of interactive content by leading the community-driven H5P project. H5P is a cutting-edge platform for creating and distributing rich HTML5 content that helps educators, marketers, and businesses develop interactive content by offering a user-friendly, web-based interface that empowers users to create, share, and reuse engaging interactive content effortlessly. H5P is a plugin for existing publishing systems and is used by hundreds of thousands of universities, enterprises, school districts, schools, and other organizations around the world.

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SOURCE D2L Inc.

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