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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/04/24 Docebo Inc. SC13E4F/A 1:19K Docebo Inc. Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: SC13E4F/A Amendment to Tender-Offer Statement by a Canadian HTML 17K
Issuer
| SC13E4F/A |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4F
(Amendment No. 2)
(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)
(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 U.S.A. (650) 843-5000 |
(Date tender offer first published, sent or given to security holders)
EXPLANATORY NOTE
This Amendment No. 2 (“Amendment No. 2”) 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 Company has taken up and purchased for cancellation 1,818,181 Common Shares at a purchase price of US$55.00 per Common Share, for a total cost of approximately US$100 million. The Common Shares purchased represented 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, 30,326,383 Common Shares will be issued and outstanding. |
2
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The Issuer has filed the following as Exhibits to this Amendment No. 2 to Schedule 13E-4F:
| Exhibit Number |
Description of Exhibit | |
| 107.1 | Filing Fee Table* | |
| * |
3
PART IV
SIGNATURES
By signing this Amendment No. 2 to the Schedule 13E-4F, the person filing this Amendment No. 2 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 January 4, 2024
4
| This ‘SC13E4F/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 1/4/24 | |||
| Filed on: | 1/3/24 | |||
| 11/24/23 | F-X, SC13E4F | |||
| 11/23/23 | ||||
| 11/22/23 | 6-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/26/22 West Fraser Timber Co., Ltd. SC13E4F 2:1.2M West Fraser Timber Co., Ltd. Donnelley … Solutions/FA |