Coveo Solutions Inc. (“
Coveo” or
the “
Company”) (TSX: CVO), a leader in
AI platforms that transform digital experiences with intelligent
search, recommendations, 1:1 personalization, and merchandising,
announced today that the Autorité des marchés financiers (Québec)
(the “
AMF”), as Coveo’s principal regulator, has
granted an exemptive relief order (the “
Relief
Order”) exempting Coveo from complying with the
requirement that Coveo first takes up all of its subordinate voting
shares (the “
Shares”) deposited under its
currently underway substantial issuer bid
(the “
SIB”) before extending the expiration
date of the SIB, if Coveo ultimately determines to extend the SIB
in the circumstance where the SIB is undersubscribed.
Under the SIB, Coveo offers to repurchase for
cancellation up to C$40 million of its outstanding Shares. Holders
of multiple voting shares of the Company (the “Multiple
Voting Shares”) are entitled to participate in the SIB by
depositing their Multiple Voting Shares to the SIB. Only those
Multiple Voting Shares proposed to be taken up by Coveo will be
converted into Shares immediately prior to take up. The SIB is
being made by way of a “modified Dutch Auction”, allowing
shareholders who choose to participate in the SIB to individually
select the price, within a price range of not less than C$7.00 and
not more than C$8.50 per Share (in increments of $0.10 per Share),
at which they will tender their Shares or Multiple Voting Shares to
the SIB. Upon expiry of the SIB, Coveo will determine the lowest
purchase price (which will not be more than C$8.50 per Share and
not less than C$7.00 per Share) that will allow it to purchase the
maximum number of Shares properly tendered to the SIB, and not
properly withdrawn, having an aggregate purchase price not
exceeding C$40 million. Please refer to Coveo’s press release dated
May 30, 2023 for further details regarding the SIB.
The SIB is not conditional upon any minimum
number of Shares being tendered. The SIB is, however, subject to
other conditions described in the formal offer to purchase and
issuer bid circular, letter of transmittal and notice of guaranteed
delivery (collectively, the “Offer Documents”),
filed by Coveo with the applicable securities regulators and
available under Coveo’s SEDAR profile at www.sedar.com.
The SIB is currently open for acceptance until
5:00 PM (Eastern Time) on July 10, 2023 (the “Expiration
Date”), unless withdrawn, extended or varied by Coveo.
Coveo reserves the right, in its sole discretion (i) to terminate
the SIB and not take up and pay for any Shares not theretofore
taken up and paid for, upon the occurrence of certain conditions,
and (ii) at any time or from time to time prior to the Expiration
Date, to vary the SIB in any respect, including increasing or
decreasing the aggregate purchase price for Shares that Coveo may
purchase or the range of prices it may pay pursuant to the SIB,
subject to compliance with applicable Canadian securities
legislation.
As set out in the Offer Documents, Coveo applied
for exemptive relief from the AMF to allow Coveo to extend the SIB
in circumstances in which all of the terms and conditions of the
SIB have either been satisfied or waived by Coveo, without first
taking up Shares which have been deposited (and not withdrawn)
before the SIB was previously scheduled to expire (the
“Extension Relief”). On July 6, 2023, the AMF
granted Coveo the relief order providing the Extension Relief which
will allow Coveo to, subject to the conditions in the relief order,
elect to extend the SIB without first taking up all the Shares
deposited and not withdrawn under the SIB.
At this time, Coveo has not yet determined if it
will extend the SIB, and the expiration of the SIB remains the
Expiration Date, which for greater certainty is July 10, 2023.
Coveo will determine whether it will extend the expiration of the
SIB beyond the Expiration Date once it determines how many Shares
and Multiple Voting Shares have been tendered (and not withdrawn)
under the SIB, and considers all other relevant circumstances. In
the event the SIB is extended, Coveo will provide a further news
release disclosing the details of such extension.
Coveo has engaged BMO Capital Markets to act
financial advisor and dealer manager
(the “Dealer Manager”) for the SIB and
TSX Trust Company to act as depositary (the
“Depositary”). Any questions or requests for
information regarding the SIB may be directed to the Dealer Manager
or the Depositary at the coordinates set forth in the Offer
Documents.
This news release is for informational purposes
only and is not intended to and does not constitute an offer to
purchase or the solicitation of an offer to sell Shares or Multiple
Voting Shares. The solicitation and the SIB are only being made
pursuant to the Offer Documents filed with securities regulatory
authorities. The SIB is not be made to, nor will tenders be
accepted from or on behalf of, holders of Shares or Multiple Voting
Shares in any jurisdiction in which the making or acceptance of
offers to sell Shares or Multiple Voting Shares would not be in
compliance with the laws of that jurisdiction. The board of
directors of Coveo has approved the SIB, however, none of Coveo,
its board of directors, the Dealer Manager or the Depositary makes
any recommendation to shareholders as to whether to tender or
refrain from tendering any or all of their Shares or Multiple
Voting Shares to the SIB, whether shareholders should elect an
auction tender or a purchase price tender or the purchase price or
prices at which shareholders may choose to tender Shares or
Multiple Voting Shares. SHAREHOLDERS ARE STRONGLY URGED TO
CAREFULLY READ THE OFFER DOCUMENTS AND RELATED DOCUMENTS FILED WITH
SECURITIES REGULATORY AUTHORITIES, AS THEY MAY BE AMENDED FROM TIME
TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders
may obtain free copies of the Offer Documents filed by Coveo with
the applicable securities regulators and available under Coveo’s
profile on SEDAR at www.sedar.com. Shareholders may also obtain
those materials from the Depositary, as further discussed in the
Offer Documents. Shareholders are urged to carefully evaluate all
information in the Offer Documents, consult their own financial,
legal, investment, accounting and tax advisors and make their own
decisions as to whether to deposit Subordinate Voting Shares or
Multiple Voting Shares under the SIB and, if so, how many such
shares to deposit and at what price or prices.
Forward-Looking Information
This press release contains “forward-looking
information” and “forward-looking statements” within the meaning of
applicable securities laws, including statements relating to the
SIB, the terms and conditions of the SIB, timing to completion of
the SIB, potential extensions of the Expiration Date, and other
statements that are not historical facts (collectively,
“forward-looking information”). This
forward-looking information is identified by the use of terms and
phrases such as “may”, “would”, “should”, ”could”, “might”, “will”,
“achieve”, “occur”, “expect”, “intend”, “estimate”, “anticipate”,
“plan”, “foresee”, “believe”, “continue”, “target”, “opportunity”,
“strategy”, “scheduled”, “outlook”, “forecast”, “projection”, or
“prospect”, the negative of these terms and similar terminology,
including references to assumptions, although not all
forward-looking information contains these terms and phrases. In
addition, any statements that refer to expectations, intentions,
projections, or other characterizations of future events or
circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management’s expectations, estimates, and
projections regarding future events or circumstances.
Forward-looking information is necessarily based
on a number of opinions, estimates, and assumptions that we
considered appropriate and reasonable as of the date such
statements are made. Although the forward-looking information
contained herein is based upon what we believe are reasonable
assumptions, actual results may vary from the forward-looking
information contained herein. Forward-looking information is
subject to known and unknown risks, uncertainties, and other
factors, many of which are beyond our control, 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
macro-economic uncertainties and the risk factors described under
“Risk Factors” in the Company’s most recently filed Annual
Information Form available under our profile on SEDAR at
www.sedar.com. There can be no assurance that such forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, readers should not place undue reliance
on forward-looking information, which speaks only as of the date
made. Moreover, we operate in a very competitive and rapidly
changing environment. 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.
You should not rely on this forward-looking
information, as actual outcomes and results may differ materially
from those contemplated by this forward-looking information as a
result of such risks and uncertainties. Except as required by law,
we do not assume any obligation to update or revise any
forward-looking information, whether as a result of new
information, future events, or otherwise, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events.
About Coveo Solutions Inc.
We believe AI is a competitive imperative to
deliver the delightful and relevant digital experiences people
expect, while maximizing profitability. Coveo accelerates the
application of AI platforms in enterprises, helping them
personalize and profitize every experience at scale.
The Coveo Relevance Cloud™ platform is a
market-leading AI platform that enhances search, recommendations,
personalization, and merchandising intelligence in digital
experiences across commerce, service, website, and workplace
applications. Coveo’s platform includes analytics, AI model testing
capabilities, and can easily integrate into almost any digital user
experience a large enterprise delivers. Our platform is
cloud-native SaaS, multi-tenant, API-first, and headless. Coveo has
been a pioneer in the application of AI within the enterprise. Our
Coveo Relevance Generative Answering capability, which integrates
LLM technologies with Coveo’s platform to feed generative AI with a
common, secure unified index and real-time content, helps to drive
relevance at scale, consistent factuality, secure sources of truth
across all channels, and specifically solves the key challenges
found with other generative AI platforms for the enterprise.
We help hundreds of the world’s leading brands
create tangible financial value. We believe our platform is
differentiated by its sophisticated applied AI, designed to deliver
highly relevant, bespoke digital experiences that drive superior
business outcomes. In addition, our platform’s scalability, rapid
time to value, enterprise-grade security and compliance, and native
integrations with other third-party technology applications set us
apart. We are a Salesforce Summit ISVforce Partner, an SAPⓇ
Endorsed App, and an Adobe Accelerate Exchange Partner.
Coveo and Coveo Relevance Cloud are trademarks
of Coveo Solutions Inc.
Stay up to date on the latest Coveo news and
content by subscribing to the Coveo blog, and following Coveo on
LinkedIn, Twitter, and YouTube.
Contact Information
Paul MoonHead of Investor Relationsinvestors@coveo.com
Coveo Solutions (TSX:CVO)
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