Form SC13E4F/A - Canadian Foreign Private Issuer tender offer statement.: [Amend]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13E-4F

(Amendment No. 1)

(Rule 13e-102)

TENDER OFFER STATEMENT PURSUANT TO SECTION 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

AND RULE 13e-4 THEREUNDER

 

 

DOCEBO INC.

(Exact name of Issuer as specified in its Charter)

 

 

Ontario, Canada

(Jurisdiction of Issuer’s Incorporation or Organization)

Docebo Inc.

(Name(s) of Person(s) Filing Statement)

Common Shares, no par value

(Title of Class of Securities)

25609L105

(CUSIP Number of Class of Securities)

366 Adelaide St. West

Suite 701

Toronto, Ontario, Canada M5V 1R7

[phone]

Attn. Sukaran Mehta

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of the person(s) filing statement)

 

 

With copies to:

 

Brad Ross Goodmans LLP 333 Bay St. Suite 3400 Toronto, Ontario Canada M5H 2S7 [phone]		Milson Yu John T. McKenna Cooley LLP 3175 Hanover Street Palo Alto, CA 94304 U.S.A. [phone]

November 23, 2023

(Date tender offer first published, sent or given to security holders)

 

 

 

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EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the Schedule 13E-4F (as amended, the “Schedule 13E-4F”) filed with the Securities Exchange Commission on November 24, 2023 by Docebo Inc. (the “Company”), a company organized under the laws of the province of Ontario, in connection with the Company’s substantial issuer bid (the “SIB”) pursuant to which the Company offered to purchase from shareholders for cancellation up to 1,818,181 of its common shares (“Common Shares”) at a price of US$55.00 per Common Share for an aggregate purchase price not exceeding US$100,000,000, on and subject to the conditions set forth in the Offer to Purchase dated November 22, 2023, the accompanying Issuer Bid Circular, the related Letter of Transmittal and the Notice of Guaranteed Delivery (which together constitute the “Offer”).

The Schedule 13E-4F is hereby amended and supplemented by adding the following:

 

•

The SIB expired at 5:00 p.m. (Eastern Time) on December 28, 2023. All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by TSX Trust Company (the “Depositary) as depositary for the SIB, a total of 19,347,735 Common Shares were properly tendered to the Offer. Accordingly, the Company expects to take up and purchase for cancellation 1,818,181 Common Shares at a purchase price of US$55.00 per Common Share, for aggregate consideration of US$100,000,000. The Common Shares expected to be purchased under the Offer represent approximately 5.7% of the issued and outstanding Common Shares on a non-diluted basis as of November 22, 2023, the date the terms of the Offer were publicly announced. After giving effect to the Offer, approximately 30,318,792 Common Shares are expected to be issued and outstanding. The number of Common Shares to be purchased under the Offer is preliminary, subject to verification by the Depositary and assumes that all Common Shares tendered through notices of guaranteed delivery will be delivered within the two trading day settlement period.

 

•

The Offer was oversubscribed and there were a significant number of “odd lot” tenders (which are purchased on a priority basis and not subject to pro ration). Given this, shareholders, including Intercap Equity Inc., are expected to have approximately 6.77% of their successfully tendered Common Shares purchased by the Company (other than “odd lot” holders).

 

•

Reference is hereby made to the press release issued by the Company on December 29, 2023, a copy of which is attached hereto as Exhibit 99.12.

 

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PART II

INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS

The Issuer has filed the following as Exhibits to this Amendment No. 1 to Schedule 13E-4F:

 

Exhibit Number		Description of Exhibit
99.12		Press Release of Docebo Inc., dated December 29, 2023
107.1		Filing Fee Table*

 

*	Previously filed.

 

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PART IV

SIGNATURES

By signing this Amendment No. 1 to the Schedule 13E-4F, the person filing this Amendment No. 1 to the Schedule 13E-4F consents without power of revocation that any administrative subpoena may be served, or any administrative proceeding, civil suit or civil action where the cause of action arises out of or relates to or concerns any offering made or purported to be made in connection with the filing on Schedule 13E-4F or any purchases or sales of any security in connection therewith, may be commenced against it in any administrative tribunal or in any appropriate court in any place subject to the jurisdiction of any state or of the United States by service of said subpoena or process upon the registrant’s designated agent.

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

DOCEBO INC.
By:		/s/ Sukaran Mehta
		Name: Sukaran Mehta
		Title: Chief Financial Officer

Dated as of December 29, 2023

 

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Exhibit 99.12

 

Docebo Inc. Announces Results of its Substantial Issuer Bid

TORONTO, Ontario, December 29, 2023 – Docebo Inc. (NASDAQ: DCBO; TSX:DCBO) (“Docebo” or the “Company”) announced today the results of its substantial issuer bid (the “Offer”) to repurchase for cancellation up to US$100,000,000 of its outstanding common shares (the “Common Shares”) at a price of US$55.00 per Common Share. The Offer expired at 5:00 p.m. (Eastern Time) on December 28, 2023.

All of the terms and conditions of the Offer have been complied with or waived and, based on a preliminary count by TSX Trust Company (the “Depositary”), a total of 19,347,735 Common Shares were properly tendered to the Offer. Accordingly, the Company expects to take up and purchase for cancellation 1,818,181 Common Shares at a purchase price of US$55.00 per Common Share (the “Purchase Price”), for aggregate consideration of US$100,000,000. The Common Shares expected to be purchased under the Offer represent approximately 5.7% of the issued and outstanding Common Shares on a non-diluted basis as of November 22, 2023, the date the terms of the Offer were publicly announced. After giving effect to the Offer, approximately 30,318,792 Common Shares are expected to be issued and outstanding.

Intercap Equity Inc. (“Intercap”), which beneficially owned 13,589,920 Common Shares prior to the Offer, representing approximately 43% of the Company’s issued and outstanding Common Shares, tendered all of its Common Shares to the Offer. Following the Offer, Intercap is expected to own 12,670,522 Common Shares, representing approximately 41.79% of the Company’s issued and outstanding Common Shares. No other directors or officers tendered Common Shares pursuant to the Offer.

As the Offer was oversubscribed and there were a significant number of “odd lot” tenders (which are purchased on a priority basis and not subject to pro ration), shareholders, including Intercap, are expected to have approximately 6.77% of their successfully tendered Common Shares purchased by the Company (other than “odd lot” holders).

The number of Common Shares to be purchased under the Offer is preliminary, subject to verification by the Depositary and assumes that all Common Shares tendered through notices of guaranteed delivery will be delivered within the two trading day settlement period.

The full details of the Offer are described in the offer to purchase and issuer bid circular dated November 22, 2023, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

Forward-Looking Information

This news release may contain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws, including, without limitation, purchases of Common Shares tendered under the Offer and Intercap’s expected ownership following the Offer.

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This forward-looking information is based on our opinions, estimates and assumptions and there is no assurance that any Common Shares will be purchased under the Offer. Although the Company considers such opinions, estimates and assumptions to be appropriate and reasonable as of the date of this press release, they 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 those factors discussed in greater detail under the “Risk Factors” section in our Annual Information Form, available free of charge under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, 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.

About Docebo

Docebo is redefining the way enterprises leverage technology to create and manage content, deliver training, and measure the business impact of their learning programs. With Docebo’s end-to-end learning platform, organizations worldwide are equipped to deliver scaled, personalized learning across all their audiences and use cases, driving growth and powering their business.

For further information, please contact:

Mike McCarthy

Vice President – Investor Relations

[phone]

[e-mail]

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