Early Warning Report Issued Pursuant to National Instrument 62‐103 Acquisition of Securities of Docebo Inc. by Intercap Equity Inc.
TORONTO, Nov. 28, 2025 /CNW/ - This press release is being disseminated as required by National Instrument 62‐103 – The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") by Intercap Equity Inc. ("Intercap") and its joint actors regarding a definitive agreement entered into by Intercap to acquire common shares ("Common Shares") of Docebo Inc. (TSX: DCBO) (Nasdaq: DCBO) ("Docebo").
On November 27, 2025, Intercap entered into a definitive agreement pursuant to which it agreed to acquire 3,630,715 Common Shares (the "Purchased Shares") from WPGG 14 Investment Ltd. IV ("WP") for an aggregate cash purchase price of US$68,148,520.55 (C$95,810,005.04), being US$18.77 (C$26.39) per Common Share (the "Transaction"). The closing of the Transaction is expected to occur on or about February 27, 2026, subject to limited closing conditions.
The equity interests of Intercap are beneficially owned, controlled or directed, directly or indirectly, by Jason Chapnik, Chairman and Chief Executive Officer of Intercap and accordingly, Mr. Chapnik is a joint actor with Intercap.
Intercap and Mr. Chapnik beneficially own, control or direct, 12,686,019 Common Shares, representing approximately 44.15% of the outstanding Common Shares (or 42.11% on a fully diluted basis). Following the Transaction, if completed, Intercap and Mr. Chapnik will beneficially own, control or direct 16,316,734 Common Shares, representing approximately 56.78% of the outstanding Common Shares (or 54.16% on a fully diluted basis), excluding any deferred share units that may be granted to Mr. Chapnik following the date hereof but prior to the closing of the Transaction in consideration for his role on the board of directors of Docebo.
The Purchased Shares are being acquired by Intercap to eliminate the market overhang it believes may be attributable to WP's position in the Common Shares and to provide WP with desired liquidity. The Purchased Shares will be held for investment purposes. Intercap may, depending upon a number of factors, including, but not limited to, general market and economic conditions, acquire or dispose of securities of Docebo or consider, propose or engage in discussions with Docebo or other third parties concerning strategic transactions or changes, any of which, if effected, could result in the occurrence of any of the matters identified in Items 5(a)–(k) of the Early Warning Report.
The acquisition of the Purchased Shares is being completed pursuant to the "private agreement exemption" from the take-over bid rules under Section 4.2 of National Instrument 62-104 – Take-Over Bids and Issuer Bids ("NI 62-104"). Intercap is relying on this exemption on the basis that (a) the Purchased Shares are being purchased from not more than five persons in the aggregate, including persons located outside the local jurisdiction, (b) the bid for the acquisition of the Purchased Shares was not made generally to the holders of the Common Shares and there are more than five holders of Common Shares and (c) the value of the consideration to be paid for the Purchased Shares, including brokerage fees and commissions, is not greater than 115% of the market price of the Purchased Shares at the date of the bid as determined in accordance with Section 1.11 of NI 62-104.
Docebo's head office is located at 55 York Street – 12th Floor, Toronto, Ontario M5J 1R7 and Intercap's head office is located at 261 Davenport Road, Suite 200, Toronto, Ontario, M5R 1K3.
An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ under Docebo's issuer profile at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Intercap at the details below.
1411-6686-6202
SOURCE Intercap Equity Inc.
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