MONTREAL and SAN
FRANCISCO, July 11, 2024 /PRNewswire/ - Coveo
Solutions Inc. ("Coveo" or the "Company")
(TSX: CVO), the leading enterprise AI platform that brings AI
search and generative AI (GenAI) to every point–of-experience,
enabling remarkable personalized digital experiences, announced
today the preliminary results of its substantial issuer bid (the
"SIB"), pursuant to which Coveo offered to purchase for
cancellation a number of its subordinate voting shares
("Subordinate Voting Shares") for an aggregate
purchase price not to exceed C$50
million at a purchase price of not less than C$7.70 and not more than C$9.25 per Subordinate Voting Share. The SIB
expired at 5:00 p.m. (Montreal time) on Wednesday, July 10, 2024 (the "Expiration
Time").
Preliminary Results of SIB
In accordance with the terms and conditions of the SIB and based
on the preliminary calculation of TSX Trust Company (the
"Depositary") as depositary for the SIB, Coveo expects to
take up and pay for 6,493,506 Subordinate Voting Shares (including
45,343 multiple voting shares ("Multiple Voting Shares") on
an as-converted basis) at a price of C$7.70 per Subordinate Voting Share under the
SIB, representing an aggregate purchase price of approximately
C$50 million and approximately 6.24%
of the total number of Coveo's issued and outstanding Subordinate
Voting Shares and Multiple Voting Shares before giving effect to
the SIB and on a non-diluted basis. Approximately 27,900
Subordinate Voting Shares were tendered through notices of
guaranteed delivery.
Based on the Depositary's preliminary count, approximately
30,125,099 shares were validly tendered and not withdrawn.
23,672,975 of the shares tendered were Subordinate Voting Shares
tendered through a single tender. None of Coveo's directors or
executive officers participated in the SIB. To Coveo's knowledge,
none of its shareholders owning 10% or more of the aggregate voting
rights associated with its shares will have any shares bought back
under the SIB.
Since the SIB was oversubscribed, shareholders who made auction
tenders at or below the purchase price and purchase price tenders
will have the number of Subordinate Voting Shares purchased
prorated following the determination of the final results of the
SIB (other than "odd lot" tenders, which are not subject to
proration). Coveo currently expects that shareholders who made
auction tenders at or below the purchase price and purchase price
tenders will have approximately 25.91% of their successfully
tendered Subordinate Voting Shares purchased by Coveo.
After giving effect to the SIB, Coveo expects to have
approximately 53,811,461 Subordinate Voting Shares and 43,703,957
Multiple Voting Shares issued and outstanding.
The number of Subordinate Voting Shares to be purchased, the
proration factor and the purchase price referred to above are
preliminary and remain subject to verification by the Depositary.
Upon take up and payment of the Subordinate Voting Shares
purchased, Coveo will release the final results, including the
final proration factor.
AMF Exemptive Relief
Coveo also announced today that the Autorité des marchés
financiers (Québec) (the "AMF"), as Coveo's principal
regulator, has granted an exemptive relief order
(the "Relief Order") exempting Coveo from complying
with the requirement that Coveo first takes up the Subordinate
Voting Shares deposited under the SIB before extending the
expiration date of the SIB, if Coveo had determined to extend the
SIB in the circumstance where the SIB is undersubscribed.
As set out in the formal offer to purchase and issuer bid
circular, letter of transmittal and notice of guaranteed delivery,
Coveo applied for exemptive relief from the AMF to allow Coveo to
extend the SIB in circumstances in which all of the terms and
conditions of the SIB have either been satisfied or waived by
Coveo, without first taking up Subordinate Voting Shares which have
been deposited (and not withdrawn) before the SIB was previously
scheduled to expire (the "Extension Relief"). On
July 8, 2024, the AMF granted Coveo
the Relief Order providing the Extension Relief which allowed Coveo
to, subject to the conditions in the Relief Order, elect to extend
the SIB without first taking up all the Subordinate Voting Shares
deposited and not withdrawn under the SIB.
Coveo has not elected to extend the SIB, and the SIB expired
on the Expiration Time, which for greater certainty was at
5:00 p.m. (Montreal time) on Wednesday, July 10, 2024.
The full details of the SIB are described in the offer to
purchase and issuer bid circular dated June
3, 2024, as well as the related letter of transmittal and
notice of guaranteed delivery, copies of which were filed and are
available under our profile on SEDAR+ at www.sedarplus.ca.
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell Coveo's shares.
Forward-Looking Information
This press release contains "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities laws, including statements regarding the SIB, shares to
be bought back under the SIB, the actual number of Subordinate
Voting Shares to be taken up and paid for in connection with the
SIB, the clearing price, the proration factor, the aggregate
purchase price, and the number of Subordinate Voting Shares and
Multiple Voting Shares expected to be issued and outstanding after
completion of the SIB, and other statements that are not historical
facts (collectively, "forward-looking information"). This
forward-looking information is identified by the use of terms and
phrases such as "may", "would", "should", "could", "might", "will",
"achieve", "occur", "expect", "intend", "estimate", "anticipate",
"plan", "foresee", "believe", "continue", "target", "opportunity",
"strategy", "scheduled", "outlook", "forecast", "projection", or
"prospect", the negative of these terms and similar terminology,
including references to assumptions, although not all
forward-looking information contains these terms and phrases. In
addition, any statements that refer to expectations, intentions,
projections, or other characterizations of future events or
circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates, and
projections regarding future events or circumstances.
Forward-looking information is necessarily based on a number of
opinions, estimates, and assumptions that we considered appropriate
and reasonable as of the date such statements are made. Although
the forward-looking information contained herein is based upon what
we believe are reasonable assumptions, actual results may vary from
the forward-looking information contained herein. Forward-looking
information is subject to known and unknown risks, uncertainties,
and other factors, many of which are beyond our control, that may
cause the actual results, level of activity, performance, or
achievements to be materially different from those expressed or
implied by such forward-looking information, including but not
limited to macro-economic uncertainties and the risk factors
described under "Risk Factors" in the Company's most recently filed
Annual Information Form available under our profile on SEDAR+
at www.sedarplus.ca. There can be no assurance that such
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such information. Accordingly, readers should not
place undue reliance on forward-looking information, which speaks
only as of the date made. Moreover, we operate in a very
competitive and rapidly changing environment. Although we have
attempted to identify important risk factors that could cause
actual results to differ materially from those contained in
forward-looking information, there may be other risk factors not
presently known to us or that we presently believe are not material
that could also cause actual results or future events to differ
materially from those expressed in such forward-looking
information.
You should not rely on this forward-looking information, as
actual outcomes and results may differ materially from those
contemplated by this forward-looking information as a result of
such risks and uncertainties. Except as required by law, we do not
assume any obligation to update or revise any forward-looking
information, whether as a result of new information, future events,
or otherwise, after the date on which the statements are made or to
reflect the occurrence of unanticipated events.
About Coveo Solutions Inc.
We strongly believe that the future is business-to-person.
That experiences are today's competitive front line, a make or
break for every business. We also believe that remarkable
experiences not only enhance user satisfaction but also yield
significant gains for enterprises. That is what we call the
AI-experience advantage – the degree to which the content,
products, recommendations, and advice presented to a person online
aligns easily with their needs, intent, preferences, context,
and behavior, resulting in superior business outcomes.
To realize this AI-experience advantage at scale, enterprises
require a robust, spinal and composable infrastructure capable of
unifying content securely and delivering AI search, AI
recommendations, true personalization, and a trusted generative
experience at every touchpoint with each individual customer,
partner and employee. Coveo is dedicated to bringing this advantage
to every point-of-experience, using powerful data and AI models to
transform the enterprise in commerce, customer service, website and
workplace.
The Coveo platform is ISO 27001 and ISO 27018 certified,
SOC2 compliant, HIPAA compatible, with a 99.999% SLA
available. We are a Salesforce Summit ISV Partner, an SAP
EndorsedⓇ App, an Adobe Gold Partner, a MACH Alliance
member and a Genesys AppFoundryⓇ ISV Partner.
Coveo is a trademark of Coveo Solutions Inc. Stay up
to date on the latest Coveo news and content by subscribing to
the Coveo blog, and following Coveo
on LinkedIn, Twitter, and YouTube.
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SOURCE Coveo Solutions Inc.