CEO Transition
Alessio Artuffo, the Company's President and Chief Operating Officer, will be appointed Interim Chief Executive Officer, effective
'
'Claudio is an exceptional human being, entrepreneur, and innovator,' said
'The Company is executing strongly and we see continued opportunity ahead to build on the legacy of a great company for its customers and employees as we leverage the investments we've made over the past few years,' said Alessio Artuffo, incoming Interim Chief Executive Officer.
Substantial Issuer Bid
The Offer will not be conditional upon any minimum number of Common Shares being tendered. The Offer will, however, be subject to other conditions and the Company will reserve the right, subject to applicable laws, to withdraw or amend the Offer, if, at any time prior to the payment of deposited Common Shares, certain events occur. If Common Shares with an aggregate purchase price of more than
The Company and the Board believe that the Offer is in the best interests of the Company and represents a desirable use of a portion of its significant cash on hand. The Company remains focused on making investments to promote long-term growth and profitability, while creating immediate value for shareholders through the Offer. Following the Offer, the Company expects to have sufficient cash on hand which, combined with the cash flow that it expects to generate, will allow the Company to continue investing in areas of growth, including through strategic investments such as acquisitions.
Participation of Intercap, Directors and Officers
To the Company's knowledge, no other directors or officers have indicated an intention to tender Common Shares to the Offer. Such individuals may sell Common Shares on the TSX or Nasdaq while the Offer is outstanding.
Additional Information
The Company has engaged
The Offer will be for up to approximately 5.7% of the total number of issued and outstanding Common Shares on a non-diluted basis. The Offer is denominated in
The Board of Directors of the Company has approved the Offer. However, none of the Company,
The formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the 'Offer Documents') containing the terms and conditions of the Offer and instructions for tendering Common Shares will be filed with the applicable securities regulators and mailed to shareholders on or about
The Company has temporarily suspended purchases of Common Shares pursuant to the Company's normal course issuer bid, which commenced on
The Offer referred to in this press release has not yet commenced. This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Shares. The solicitation and the offer to buy Common Shares will only be made pursuant to the Offer Documents to be filed with the applicable securities regulators in
Forward-Looking Information
This news release may contain 'forward-looking information' and 'forward-looking statements' (collectively, 'forward-looking information') within the meaning of applicable securities laws, including, without limitation, statements regarding the CEO transition, the Company's intention to commence the Offer, the size, timing, tax consequences, terms and conditions of the Offer, participation in the Offer by Intercap, potential sales of Common Shares outside the Offer by directors or officers of the Company, the Company's cash strategy and future cash levels, the Company's acquisition strategy and investments to promote long-term growth and profitability of the Company's business and purchases under the NCIB and the Company's positioning for future success.
This forward-looking information is based on our opinions, estimates and assumptions that, while considered by the Company to be appropriate and reasonable as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to, risks that the acquired business will not perform as expected, the Company will not be able to successfully integrate the acquired business and those factors discussed in greater detail under the 'Risk Factors' section in our Annual Information Form, available free of charge under the Company's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov, and should be considered carefully by prospective Investors.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents our expectations as of the date specified herein and are subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or revise any forward- looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
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Email: mike.mccarthy@docebo.com
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