Mr. Mike McCarthy reports
DOCEBO INC. ANNOUNCES RESULTS OF ITS SUBSTANTIAL ISSUER BID
Docebo Inc. released today the results of its substantial issuer bid to repurchase for cancellation up to $60-million (U.S.) of its outstanding common shares at a price of $20.40 (U.S.) per common share. The offer expired at 5 p.m. Eastern Time on March 10, 2026.
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, a total of 3,810,842 common shares were properly tendered to the offer. Accordingly, the company expects to take up and purchase for cancellation 2,941,176 common shares at a purchase price of $20.40 (U.S.) per common share, for aggregate consideration of $60-million (U.S.). The common shares expected to be purchased under the offer represent approximately 10.2 per cent of the issued and outstanding common shares on a non-diluted basis as of Feb. 1, 2026, the date the terms of the offer were publicly announced. After giving effect to the offer, approximately 25,819,890 common shares are expected to be issued and outstanding.
As the offer was oversubscribed and there were a number of odd-lot tenders (which are purchased on a priority basis and not subject to proration), shareholders are expected to have approximately 74.52 per cent of their successfully tendered common shares purchased by the company (other than odd-lot holders).
Intercap Inc., which beneficially owned 16,285,964 common shares prior to the offer, representing approximately 56.6 per cent of the company's issued and outstanding common shares, is expected to have 372,612 common shares acquired under the offer (after taking into account proration). Accordingly, following the offer, Intercap is expected to beneficially own 15,913,352 common shares, representing approximately 61.6 per cent of the company's issued and outstanding common shares. No other directors or officers tendered common shares pursuant to the offer.
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 one-trading-day settlement period.
The full details of the offer are described in the offer to purchase and issuer bid circular dated Feb. 1, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available on SEDAR+ and on EDGAR.
About Docebo
Inc.
Docebo is redefining how enterprises build human capability at scale. The company's AI (artificial intelligence) work force readiness platform connects skills intelligence, learning execution and measurable outcomes in a single closed loop, giving organizations the tools to close skills gaps, develop talent and perform at their best in an AI-driven world.
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