Mr.
Mike McCarthy
reports
DOCEBO INC. ANNOUNCES PRELIMINARY RESULTS OF ITS SUBSTANTIAL ISSUER BID
Docebo Inc. has released the preliminary results of its substantial issuer bid (the offer) to repurchase for cancellation up to $70-million (U.S.) of its outstanding common shares at a price of $25 (U.S.) per common share. The offer expired at 5 p.m. Eastern Time on Sept. 8, 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 99,332 common shares were properly tendered to the offer. Accordingly, the company expects to take up and purchase for cancellation all of such common shares at a purchase price of $25 (U.S.) per common share for aggregate consideration of $2,483,300 (U.S.). The aggregate purchase price for the common shares taken up under the offer will be financed entirely from the company's cash on hand, with no incremental borrowings under its credit facility. The common shares expected to be purchased under the offer represent approximately 0.4 per cent of the issued and outstanding common shares on a non-diluted basis as of July 20, 2026, the date the terms of the offer were publicly announced. After giving effect to the offer, approximately 24,947,594 common shares are expected to be issued and outstanding.
Intercap Inc., which beneficially owned 15,913,351 common shares prior to the offer, representing approximately 63.9 per cent of the company's issued and outstanding common shares, is expected to have 13,351 common shares acquired under the offer. Accordingly, following the offer, Intercap is expected to beneficially own 15.9 million common shares, representing approximately 63.7 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 specified amount for purposes of Subsection 191(4) of the Income Tax Act (Canada) is $32.44 (Canadian), being the closing trading price for a common share on the Toronto Stock Exchange on Sept. 8, 2026. Shareholders should consult with their own tax advisers with respect to the income tax consequences of the disposition of their common shares under the offer.
The full details of the offer are described in the offer to purchase and issuer bid circular dated July 20, 2026, as varied by the notice of variation and extension dated Aug. 21, 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 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 around the world are equipped to deliver scaled, personalized learning across all their audiences and use cases, driving growth and powering their businesses.
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