Docebo Inc. (DCBO) Prices 3.8M Share Secondary Offering at $49.67/Sh

Docebo Inc. (NASDAQ: DCBO) today announced the pricing of its previously announced marketed secondary public offering of common shares in the United States and Canada.

The offering is comprised of 2,013,288 common shares offered by certain of Docebo’s shareholders, namely Intercap Equity Inc. ("Intercap"), Claudio Erba (“Erba”) and Alessio Artuffo ("Artuffo" and together with Intercap and Erba, the "Selling Shareholders"), at a price to the public of US$49.67 per share for aggregate gross proceeds of US$100 million. 1,811,960 common shares are being offered by Intercap, 150,996 common shares are being offered by Erba and 50,332 common shares are being offered by Artuffo.

The offering is expected to close on January 26, 2021, subject to customary closing conditions.

The offering is being conducted through a syndicate of underwriters led by Morgan Stanley, Goldman Sachs & Co. LLC and Canaccord Genuity, as joint lead book-running managers, and TD Securities Inc., CIBC Capital Markets, National Bank of Canada Financial Inc., Scotiabank, Cormark Securities Inc., Eight Capital and Laurentian Bank Securities Inc., as co-managers.

The Selling Shareholders have also granted the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the Underwriting Agreement, to purchase up to 301,993 additional common shares, representing in the aggregate 15% of the total number of common shares to be sold pursuant to the offering (the “Additional Shares”). The Additional Shares are comprised of 271,794 Additional Shares from Intercap, 22,649 Additional Shares from Erba and 7,550 Additional Shares from Artuffo (representing the pro rata portion of the common shares being sold by each Selling Shareholders pursuant to the Offering). Docebo will not receive any of the proceeds from the sale of common shares by the Selling Shareholders.

In connection with the offering, Docebo has filed a preliminary prospectus supplement and will file a final 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 was also filed, and the final prospectus supplement will also be filed, with the U.S. Securities and Exchange Commission as a supplement to the base shelf prospectus included in Docebo’s effective registration statement on Form F-10 (File No. 333-251046) under the U.S.-Canada multijurisdictional disclosure system (MJDS).

The public offering is being made in Canada only by means of the base shelf prospectus and applicable prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and applicable 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 and the preliminary prospectus supplement can be found on EDGAR at www.sec.gov.

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