Docebo talks $60-million (U.S.) substantial issuer bid

Executive Summary

• Docebo Inc. provided an update on its previously announced substantial issuer bid to repurchase up to $60 million (U.S.) of common shares at $20.40 (U.S.) per share.
• Major shareholder Intercap Equity Inc. has changed its intention and may now participate in the bid to maintain its approximate current ownership interest, contrary to previous indications.
• The company has secured financing for the bid through a combination of cash on hand and an amended credit facility, increasing its borrowing capacity to $100 million (U.S.).

Key Details

• Bid Terms: The company is offering 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.
• Shareholder Update: Intercap Equity Inc., which beneficially owns approximately 56.6% of the company's issued and outstanding common shares, informed Docebo that it may participate in the offer. This change is due to Intercap's internal capital management considerations, with the goal of maintaining its approximate current ownership interest.
• Related Transaction: Intercap has committed to acquire 3,630,715 common shares from WPGG 14 Investment Ltd. IV, scheduled to close on or about Feb. 27, 2026.
• Financing Structure: The offer will be financed through approximately $30-million (U.S.) of cash on hand and an approximate $30-million (U.S.) drawdown on its credit facility.
• Credit Facility Amendment: Docebo entered into an amended and restated credit agreement with National Bank of Canada.
  • The secured revolving credit facility maximum borrowing amount is increased to $100-million (U.S.).
  • The facility has a term of three years.
  • Interest rates are variable, depending on financial ratios and metrics.
  • Includes an accordion feature allowing expansion by up to an aggregate maximum principal amount of $50-million.
  • Secured against all assets of the company and a pledge of certain equity interests in subsidiaries.
  • Available for general corporate purposes, acquisitions, and investments (including the offer).
• Offer Timeline: The offer will expire on March 10, 2026, unless extended, varied, or withdrawn.
• Documentation: Further details are available in the company's offer to purchase and circular dated Feb. 1, 2026, available on SEDAR+ and EDGAR.

Notable Quotes

• "Intercap's change of intention relates solely to Intercap's capital management requirements and should not be interpreted as a view on Docebo's value or prospects," said Jason Chapnik, chairman and chief executive officer of Intercap. "As Docebo's largest shareholder, Intercap remains committed to the company and believes strongly in its future. Docebo is doing incredible things. Our goal is to manage our capital needs appropriately while maintaining the largest stake possible in Docebo."
• "The company and the board continue to believe that the offer is in the best interests of the company and represents a desirable use of a portion of its existing liquidity." (Board of Directors)