SC13E4F/A 1 d193192dsc13e4fa.htm SC13E4F/A SC13E4F/A

 

 

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

(800) 681-4601

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

(416) 979-2211

  

Milson Yu

John T. McKenna

Cooley LLP

3175 Hanover Street

Palo Alto, CA 94304

U.S.A.

(650) 843-5000

November 23, 2023

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

 

 

 

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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