/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES./
TORONTO, Aug. 11, 2020 /CNW/ - Docebo Inc.
("Docebo" or the "Company") (TSX: DCBO) today
announced that it and certain of its shareholders, namely
Claudio Erba ("Claudio"),
Gresilent Holding Srl, an entity which Claudio controls or directs,
("Gresilent" and together with Claudio, "Erba"),
Intercap Equity Inc. ("Intercap Equity"), Intercap
Financial Inc. ("Intercap Financial" and together
with Intercap Equity, "Intercap") and Alessio Artuffo
("Artuffo" and together with Erba and Intercap, the
"Selling Shareholders") have entered into an agreement with
an underwriting syndicate led by Canaccord Genuity Corp., TD
Securities Inc., Morgan Stanley and Goldman Sachs Canada Inc.
(collectively, the "Underwriters") to complete a new issue
and secondary offering (the "Offering"), on a bought deal
basis, of an aggregate of 1,500,000 common shares at a purchase
price of C$50.00 per common share for
aggregate gross proceeds of C$75
million to the Company and the Selling Shareholders.
Under the agreement, 500,000 common shares will be issued from
treasury and offered by Docebo for aggregate gross proceeds of
C$25 million and an aggregate of
1,000,000 common shares will be offered by the Selling Shareholders
for aggregate gross proceeds of C$50
million. 800,126 common shares will be offered by Intercap,
109,874 common shares will be offered by Erba and 90,000
common shares will be offered by Artuffo.
The Company and Intercap 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 225,000
common shares from Intercap. The over-allotment option will not
include any common shares from treasury, Erba or Artuffo.
The Company intends to use the net proceeds of the sale of
common shares by it under the Offering primarily to strengthen the
Company's financial position and allow it to pursue its growth
strategies, which include: expanding its customer base; supporting
the growth of existing customers; expanding its solutions; and
selectively pursuing acquisitions. Docebo will not receive any of
the proceeds of the sale of common shares by the Selling
Shareholders.
Intercap currently holds an aggregate of 17,733,800 common
shares of the Company, representing approximately 62.18% of the
issued and outstanding common shares. Following the closing of the
Offering (assuming no exercise of the over-allotment option),
Intercap will hold an aggregate of 16,933,674 common shares,
representing approximately 58.35% of the issued and outstanding
common shares. Erba currently holds an aggregate of 1,593,164
common shares representing approximately 5.59% of the issued and
outstanding common shares. Following the closing of the Offering
(assuming no exercise of the over-allotment option), Erba will hold
an aggregate of 1,483,290 common shares, representing
approximately 5.11% of the issued and outstanding common
shares. Artuffo currently holds 464,100 vested options and
49,724 unvested options exercisable for common shares. In
connection with the Offering, Artuffo will exercise 90,000 of his
464,100 vested options for common shares which will be offered as
part of the Offering. Following the closing of the Offering
(assuming no exercise of the over-allotment option), Artuffo will
hold 374,100 vested options and 49,724 unvested options exercisable
for common shares.
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. All of
the existing lock-up arrangements entered into at the time of
Company's initial public offering will continue to remain in full
force and effect in accordance with the terms set forth therein,
except that Erba has been released from their lock-up restrictions
in respect of 109,874 number of common shares, which are subject to
the Offering. Additionally, in connection with the Offering, (1)
Erba has agreed to extend the lock up on their remaining
securities, which represent approximately 93.37% of Erba's current
securityholdings for an additional 12-months until October 8, 2023 and (2) Artuffo has agreed to
extend the lock up on his remaining securities, which represents
approximately 82.48% of Artuffo's current securityholdings, for an
additional 6-months until October 8,
2021.
The common shares will be offered (i) in Canada by way of a short-form prospectus and
(ii) in the United States by way
of private placement to Qualified Institutional Buyers pursuant to
the exemption from registration provided by Rule 144A under the
United States Securities Act of 1933, as amended (the "U.S.
Securities Act") and corresponding exemptions from registration
under state securities laws.
Closing of the Offering is expected to occur on or about
August 27, 2020, or such other date
as may be agreed upon by the Company, the Selling Shareholders and
the Underwriters, subject to customary closing conditions,
including required approvals of the Toronto Stock Exchange.
No securities regulatory authority has either approved or
disapproved the contents of this press release. The common shares
have not been, and will not be, registered under the U.S.
Securities Act, or any state securities laws. Accordingly, the
common shares may not be offered or sold within the United States unless registered under the
U.S. Securities Act and applicable state securities laws or
pursuant to exemptions from the registration requirements of the
U.S. Securities Act and applicable state securities laws. 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 jurisdiction in which such offer, solicitation
or sale would be unlawful.
About Docebo
Docebo is redefining the way enterprises learn by applying new
technologies to the traditional corporate learning management
system market. Docebo provides an easy-to-use, highly configurable
learning platform with the end-to-end capabilities designed to make
customers, partners, and employees love their learning
experience.
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, closing of
the Offering and the intended use of proceeds thereof. 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 which is 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.