Docebo investor Intercap to acquire 3.63 M shares

Executive Summary

• Intercap Equity Inc. entered into a definitive agreement to acquire a significant block of common shares in Docebo Inc. from WPGG 14 Investment Ltd. IV, triggering an Early Warning Report under National Instrument 62-103.
• The transaction involves the purchase of 3,630,715 shares for an aggregate cash consideration of approximately $68.1 million USD ($95.8 million CAD), representing a price of $18.77 USD per share.
• Upon completion, Intercap and its joint actor, CEO Jason Chapnik, will increase their beneficial ownership in Docebo from approximately 44.15% to 56.78% of outstanding shares.

Key Details

• Transaction Structure: Private agreement exemption from takeover bid rules under Section 4.2 of National Instrument 62-104.
• Seller: WPGG 14 Investment Ltd. IV.
• Shares Acquired: 3,630,715 common shares of Docebo Inc.
• Purchase Price: $68,148,520.55 USD ($95,810,005.04 CAD).
• Price Per Share: $18.77 USD ($26.39 CAD).
• Closing Date: Expected on or about February 27, 2026, subject to limited closing conditions.
• Pre-Transaction Ownership: Intercap and Jason Chapnik beneficially owned 12,686,019 common shares, representing ~44.15% of outstanding shares (42.11% on a fully diluted basis).
• Post-Transaction Ownership: Intercap and Jason Chapnik will beneficially own 16,316,734 common shares, representing ~56.78% of outstanding shares (54.16% on a fully diluted basis).
• Exclusions from Ownership Count: The post-transaction percentage excludes any deferred share units that may be granted to Mr. Chapnik prior to closing in consideration for his role on Docebo's board of directors.
• Strategic Rationale: Intercap states the acquisition is intended to eliminate market overhang attributed to the seller's position and provide the seller with liquidity. The shares will be held for investment purposes.
• Regulatory Compliance: The transaction relies on the private agreement exemption because the shares were purchased from not more than five persons, the bid was not made generally to all holders, and the consideration value is not greater than 115% of the market price at the date of the bid.
• Future Intent: Intercap reserves the right to acquire or dispose of additional securities, engage in strategic transactions, or discuss changes with Docebo or third parties.

Notable Quotes

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