United States securities and exchange commission logo
December 4, 2023
Sukaran Mehta
Chief Financial Officer
Docebo Inc.
366 Adelaide St. West, Suite 701
Toronto, Ontario, Canada M5V 1R7
Re: Docebo Inc.
Schedule 13E-4F
filed November 24, 2023
File No. 005-92085
Dear Sukaran Mehta:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used here have the same meaning as in the offer
materials.
Schedule 13E-4F filed November 24, 2023
General
1. We note the Company has
filed a Schedule 13E-4F and seeks to rely on Rule 13e-4(g) to
conduct the Offer in
accordance with Canadian securities laws. Please describe in your
response letter the
Canadian takeover regulations applicable to this Offer. It is our
understanding that for
third-party offers, Canadian takeover regulations may not apply for
an offer for just over
5% of the target's shares. Please advise whether Canadian tender
offer rules are
different for issuer tender offers such as this one, such that MJDS is
available here.
2. We note your disclosure
throughout the Schedule 13E-4F that Intercap Equity
Inc. beneficially owns
approximately 43% of the Company s issued and outstanding
Common Shares. You
also state, however, that Intercap intends to tender all of its
Common Shares to the
Offer, with the goal of maintaining an approximate 40%
ownership interest in
the Company. It is unclear how Intercap would maintain[] an
approximate 40%
ownership interest in the Company if it tenders all of its shares. If the
Company has sought and
obtained an exemption from applicable Canadian securities
Sukaran Mehta
Docebo Inc.
December 4, 2023
Page 2
regulators to allow for the use of a proportionate tender mechanism in
connection with
this Offer, please advise. See Note to Rule 13e-4(g). Please revise or
advise.
3. See our comment above. Please advise in your response letter whether
the Company has
sought and obtained an exemption from any Canadian takeover bid
regulations applicable
to this Offer, including but not limited to, an exemption to provide
for proportionate
tenders. For example, it appears that the Company may have obtained an
exemption from
the requirement to take up and pay for tendered shares if the Offer is
extended. If an
exemption has been obtained, please advise in your response letter why
Rule 13e-4(g)
remains available, despite such exemption. See the Note to Rule
13e-4(g).
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk at 202-551-3263 or
Eddie Kim at 202-679-
6943.
FirstName LastNameSukaran Mehta Sincerely,
Comapany NameDocebo Inc.
Division of
Corporation Finance
December 4, 2023 Page 2 Office of Mergers
& Acquisitions
FirstName LastName