Docebo (DCBO) Announces CEO Succession

Docebo Inc. (NASDAQ: DCBO) today announced a CEO succession plan for Claudio Erba, founder of the Company. Mr. Erba will be stepping away from his role as Chief Executive Officer and a member of the board of directors (the “Board”) and will be transitioning to the role of Chief Innovation Officer. The Board has appointed Alessio Artuffo to the role of Interim Chief Executive Officer effective March 1, 2024. Docebo also announced that the Board has approved a substantial issuer bid (the “Offer”) under which the Company will offer to repurchase for cancellation up to US$100,000,000 of its outstanding common shares (“Common Shares”) at a price of US$55.00 per Common Share.

CEO Transition

Claudio Erba and the Board have agreed, following a thoughtful process, to implement a succession plan that enables Mr. Erba to step back from his current roles effective February 29, 2024. Mr. Erba’s new role as Chief Innovation Officer will provide him with more time to focus exclusively on his true passion, innovation, and reduce the time-consuming operational responsibilities.

Alessio Artuffo, the Company’s President and Chief Operating Officer, will be appointed Interim Chief Executive Officer, effective March 1, 2024, and will also continue in his current role until a permanent CEO is named. Mr. Artuffo will be considered for the permanent CEO position as part of the succession planning process being implemented by the Board. Mr. Artuffo joined Docebo over a decade ago and has served in roles of increasing responsibility including Chief Revenue Officer and more recently, President and Chief Operating Officer. Mr. Artuffo is an expert in the e-learning and knowledge management industry and has been a critical contributor to Docebo’s success.

“Docebo has built a strong foundation for its customers and employees and is positioned for extraordinary success in the future,” said Claudio Erba, Chief Executive Officer. “Innovation is my passion and this provides me with the opportunity to focus on innovation exclusively. It’s an important next step for a high growth organization when the entrepreneur recognizes the skillsets necessary to realize the company’s full potential.”

“Claudio is an exceptional human being, entrepreneur, and innovator,” said Jason Chapnik, Chair of the Board. “Claudio’s contribution in his new role will help ensure that innovation will continue to drive our competitive differentiation and industry leading position. Alessio’s appointment to the role of President more than a year ago was the first step in our overall succession plan, and the Board has full confidence in Docebo’s growth and execution under his strong and proven leadership.”

“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 US$100,000,000 are properly tendered and not properly withdrawn, the Company will purchase the Common Shares on a pro rata basis except that “odd lot” tenders (of holders beneficially owning fewer than 100 Common Shares) will not be subject to pro-ration.

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

Intercap Equity Inc. (“Intercap”), which beneficially owns 13,589,920 Common Shares, representing approximately 43% of the Company’s issued and outstanding Common Shares, has informed the Company that it is interested in participating in the Offer with the goal of maintaining an approximate 40% ownership interest in the Company.

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.

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