Docebo Inc. (“Docebo”) (TSX:DCBO) today announced the launch of a marketed public offering of Docebo’s common shares in the United States and Canada, representing Docebo’s initial public offering in the United States.
In connection with the initial public offering in the United States, Docebo has filed an application to list its common shares on The Nasdaq Global Select Market (the “Nasdaq”) under the ticker “DCBO”. Trading of Docebo’s common shares is expected to commence on the Nasdaq following pricing of the offering. Docebo’s common shares will continue to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “DCBO”.
A total of US$125 million of common shares will be offered by Docebo for sale in the offering, which will be conducted through a syndicate of underwriters led by Morgan Stanley, Goldman Sachs & Co. LLC and Canaccord Genuity, as joint lead book-running managers. The offering will be priced in the context of the market, with the price and total size of the offering to be determined at the time of entering into an underwriting agreement for the offering (the “Underwriting Agreement”).
Docebo will also grant the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the Underwriting Agreement, to purchase up to US$18.75 million of additional common shares, representing in the aggregate 15% of the total number of common shares to be sold pursuant to the offering.
Docebo expects that the net proceeds of the offering will be used 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 other general corporate purposes. Closing of the offering will be subject to a number of customary conditions, including the entering into of the Underwriting Agreement, the listing of Docebo’s common shares on the Nasdaq and the TSX, and any required approvals of the Nasdaq and the TSX.
In connection with the offering, Docebo filed a preliminary prospectus supplement to its base shelf prospectus with the securities regulatory authorities in each of the provinces and territories of Canada. The preliminary prospectus supplement and a base shelf prospectus have also been filed with the U.S. Securities and Exchange Commission as part of a registration statement on Form F-10 under the U.S.-Canada multijurisdictional disclosure system (MJDS). The public offering will be made in Canada only by means of the base shelf prospectus and preliminary prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the offering. Copies of the base shelf prospectus and the preliminary prospectus supplement can be found on SEDAR at www.sedar.com, and a copy of the registration statement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: Morgan Stanley & Co. LLC, Attn: Prospectus Department – 180 Varick Street, 2nd Floor – New York, NY 10014; Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, NY 10282, by telephone at 1-866-471-2526 or by e-mail at firstname.lastname@example.org; and Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990, by email at email@example.com.
Prospective investors should read the base shelf prospectus and the preliminary prospectus supplement as well as the registration statement before making an investment decision.
No securities regulatory authority has either approved or disapproved the contents of this press release. 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 province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
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, statements regarding the conduct of the offering; the intended listing of the common shares on the Nasdaq; obtaining required approvals from the Nasdaq and the TSX; the granting of the underwriters’ over-allotment option; and the anticipated use of proceeds from the offering.
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, without limitation: there being insufficient investor demand for the offering; economic and market conditions being conducive to the offering on the timeline currently anticipated or at all; fluctuations in the market price of the common shares; risks related to the COVID-19 pandemic and its impact on Docebo, economic conditions, and global markets; the failure of Docebo and/or the underwriters to satisfy closing conditions to the offering; the failure of Docebo to satisfy certain Nasdaq and/or TSX listing requirements; the failure of Docebo to use any of the proceeds received from the offering in a manner consistent with current expectations; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant and those factors discussed in greater detail under the “Risk Factors” section of the prospectus supplement dated December 1, 2020 and our Annual Information Form for the year ended December 31, 2019, each 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.
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.