TORONTO, Sept. 16, 2021 /CNW/ - Docebo Inc.
("Docebo" or the "Company") (TSX: DCBO) (Nasdaq:
DCBO) today announced that certain of its shareholders, namely
Intercap Equity Inc. ("Intercap"), Claudio Erba ("Erba") and Alessio Artuffo
("Artuffo" and together with Intercap and Erba, the
"Selling Shareholders") have entered into an agreement with
an underwriting syndicate led by Canaccord Genuity Corp., the
sole bookrunner (collectively, the "Underwriters") to
complete a secondary offering (the "Offering"), on a bought
deal basis, of an aggregate of 1,000,000 common shares at a
purchase price of C$112 per common
share for aggregate gross proceeds of C$112
million to the Selling Shareholders.
Under the agreement, 900,000 common shares will be offered by
Intercap, 75,000 common shares will be offered by Erba and 25,000
common shares will be offered by Artuffo.
The Selling Shareholders have also granted the Underwriters an
over-allotment option, exercisable for a period of 30 days from the
date of the closing of the Offering, to purchase up to an
additional 15% of the aggregate common shares to be sold pursuant
to the Offering. The over-allotment option is comprised of
150,000 common shares from Intercap, Erba and Artuffo, pro
rata in accordance with the shares being sold by each of them in
the Offering. Docebo will not receive any of the proceeds of the
sale of common shares by the Selling Shareholders.
Each of the Selling Shareholders has agreed to a lock-up period
of 90 days following closing of the Offering, during which time
they will be restricted from disposing of any further securities of
Docebo without the prior consent of Canaccord Genuity Corp.
The common shares will be offered in Canada by way of a prospectus supplement to
its base shelf prospectus. The prospectus supplement will also be
filed with the U.S. Securities and Exchange Commission as a
supplement to the base shelf prospectus included in Docebo's
effective registration statement on Form F-10 (File No. 333-251046)
under the U.S.-Canada
multijurisdictional disclosure system (MJDS). The public offering
will be made in Canada only by
means of the base shelf prospectus and prospectus supplement and in
the United States only by means of
the registration statement, including the base shelf prospectus and
preliminary prospectus supplement. Such documents contain
important information about the offering. Copies of the base shelf
prospectus and prospectus supplement, when available, can be found
on SEDAR at www.sedar.com, and a copy of the registration statement
and the prospectus supplement, when available, can be found on
EDGAR at www.sec.gov. Copies of such documents may also be obtained
from Canaccord Genuity LLC, Attention: Syndicate Department, 99
High Street, 12th Floor, Boston MA
021990, by email at prospectus@cgf.com.
Closing of the Offering is expected to occur on or about
September 23, 2021, or such other
date as may be agreed upon by the Selling Shareholders and the
Underwriters, subject to customary closing conditions.
Prospective investors should read the base shelf prospectus and
prospectus supplement as well as the registration statement before
making an investment decision. No securities regulatory authority
has either approved or disapproved the contents of this press
release. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale
of the common shares in any province, state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such province, state or jurisdiction.
About Docebo
Docebo is redefining the way enterprises leverage technology to
create content, deliver training, and understand the business
impact of their learning experiences. With Docebo's multi-product
learning suite, enterprises around the world are equipped to tackle
any learning challenge and create a true learning culture within
their organization.
Forward-looking Information
This press release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws,
including statements regarding the proposed Offering and closing of
the Offering. In some cases, forward-looking information can
be identified by the use of forward-looking terminology such as
"plans", "targets", "expects", "is expected", "an opportunity
exists", "budget", "scheduled", "estimates", "outlook",
"forecasts", "projection", "prospects", "strategy", "intends",
"anticipates", "believes", or variations of such words and phrases
or statements that certain actions, events or results "may",
"could", "would", "might" or, "will", "occur" or "be achieved", and
similar words or the negative of these terms and similar
terminology. 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.
This forward-looking information is based on our opinions,
estimates and assumptions that, while considered by the Company to
be appropriate and reasonable as of the date of this press release,
are subject to known and unknown risks, uncertainties, assumptions
and other factors 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 that all conditions to
completion of the Offering will be satisfied or waived and those
factors discussed in greater detail under the "Risk Factors"
section of our Annual Information Form for the year ended
December 31, 2020 as well as in our
most recent MD&A, which are available under our profile on
SEDAR at www.sedar.com, and should be considered carefully by
prospective investors.
If any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying the forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in the forward-looking
information. 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. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. No forward-looking statement is a guarantee of future
results. Accordingly, you should not place undue reliance on
forward-looking information, which speaks only as of the date made.
The forward-looking information contained in this press release
represents our expectations as of the date specified herein, and
are subject to change after such date. However, we disclaim any
intention or obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events or otherwise, except as required under applicable
securities laws.
All of the forward-looking information contained in this
press release is expressly qualified by the foregoing cautionary
statements.
SOURCE Docebo Inc.