Docebo arranges $60M (U.S.) substantial issuer bid

Executive Summary

• Docebo Inc. announced a substantial issuer bid to repurchase up to $60 million (U.S.) of its common shares at $20.40 (U.S.) per share, funded by $30 million in cash on hand and a $30 million drawdown on its credit facility.
• The company reported preliminary, unaudited fourth-quarter 2025 financial results, showing revenue growth of 10-11% year-over-year and adjusted EBITDA growth of 36-39% year-over-year.
• Docebo provided financial guidance for the fiscal year ended December 31, 2026, projecting total revenue between $267.5 million and $269.5 million and adjusted EBITDA between $52.5 million and $54.5 million.

Key Details

• Substantial Issuer Bid Terms:
  • Maximum repurchase amount: $60 million (U.S.).
  • Offer price: $20.40 (U.S.) per common share.
  • Percentage of shares: Approximately 10.23% of total issued and outstanding common shares on a non-diluted basis.
  • Funding: Approximately $30 million (U.S.) from cash on hand and approximately $30 million (U.S.) from a drawdown on its credit facility.
  • Credit Facility: The company is seeking to increase its credit facility from $50 million (U.S.) to $100 million (U.S.), which has been conditionally approved by lenders.
  • Conditions: Not conditional on minimum tender; subject to other standard conditions. If tenders exceed $60 million, purchases will be made on a pro rata basis (excluding odd lots of fewer than 100 shares).
  • Payment: Denominated in U.S. dollars; Canadian shareholders receive CAD unless they elect USD.
  • Tax Implication: Shareholders selling under the offer are generally deemed to receive a dividend equal to the excess of the purchase price over the paid-up capital (estimated at ~$11 per share).
• Shareholder Non-Participation:
  • Intercap Equity Inc. (beneficially owning ~56.6% of shares) stated it does not intend to participate.
  • Intercap Equity separately announced an intention to acquire 3,630,715 shares for $68,148,520.55 (U.S.) at $18.77 (U.S.) per share on Feb. 27, 2026.
  • No directors or officers indicated an intention to tender shares.
• Fourth Quarter 2025 Preliminary Financials (Three months ended Dec. 31, 2025):
  • Total Revenue: $62.7 million – $63.0 million (U.S.), an increase of 10% to 11% vs. $57.0 million in Q4 2024.
  • Adjusted EBITDA: $12.9 million – $13.2 million (U.S.), an increase of 36% to 39% vs. $9.5 million in Q4 2024.
  • Annual Recurring Revenue (ARR): $238.1 million (U.S.) as of Dec. 31, 2025, an 8% increase vs. $219.7 million in Dec. 2024.
  • Customer Concentration: Largest OEM customer represents 4.4% of ARR (down from 9.5% in Dec. 2024).
• 2026 Financial Guidance (Fiscal year ended Dec. 31, 2026):
  • Total Revenue: $267.5 million – $269.5 million (U.S.).
  • Adjusted EBITDA: $52.5 million – $54.5 million (U.S.).
• Administrative Details:
  • Formal offer documents to be filed with regulators and mailed to shareholders on or about Feb. 3, 2026.
  • Financial Adviser: Canaccord Genuity Corp.
  • Depositary: TSX Trust Company.
  • Normal Course Issuer Bid: Temporarily suspended (commenced May 20, 2025, expires May 19, 2026).