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 the preliminary results of its substantial issuer
bid (the “
SIB”), pursuant to which Coveo offered
to purchase for cancellation a number of its subordinate voting
shares (“
Shares”) for an aggregate purchase price
not to exceed C$40 million at a purchase price of not less than
C$7.00 and not more than C$8.50 per Share. The SIB expired at 5:00
p.m. (Montreal time) on Monday, July 10, 2023.
In accordance with the terms and conditions of
the SIB and based on the preliminary calculation of TSX Trust
Company (the “Depositary”) as depositary for the
SIB, Coveo expects to take up and pay for 3,706,194 Shares
(including certain multiple voting shares (“Multiple Voting
Shares”) on an as-converted basis) at a price of C$8.50
per Share under the SIB, representing an aggregate purchase price
of approximately C$31.5 million and approximately 3.5% of the total
number of Coveo’s issued and outstanding Shares and Multiple Voting
Shares before giving effect to the SIB and on a non-diluted basis.
No Shares or Multiple Voting Shares were tendered through notices
of guaranteed delivery. As the total number of Shares tendered was
less than the total that could have been purchased by the Company
under the terms of the SIB, all Shares (including certain Multiple
Voting Shares on an as-converted basis) validly deposited and not
withdrawn will be purchased under the SIB and no proration will be
required.
Based on the Depositary’s preliminary count,
approximately 3,706,194 Shares (including certain Multiple Voting
Shares on an as-converted basis) were validly tendered and not
withdrawn pursuant to auction tenders at or below the purchase
price and purchase price tenders. After giving effect to the SIB,
Coveo expects to have 51,184,943 Shares and 51,033,529 Multiple
Voting Shares issued and outstanding.
“Our strong capital position and commitment to
achieving positive operating cash flow in the near term gave us the
financial flexibility to launch the SIB and offer a liquidity
alternative to shareholders. While the SIB was undersubscribed, we
are encouraged by the indication that many of our shareholders
share our view of future upside potential of our shares,” said
Brandon Nussey, Chief Financial Officer of Coveo.
The number of Shares to be purchased and the
purchase price referred to above are preliminary and remain subject
to verification by the Depositary. Upon take up and payment of the
Shares purchased, Coveo will release the final results.
The full details of the SIB are described in the
offer to purchase and issuer bid circular dated May 30, 2023, as
well as the related letter of transmittal and notice of guaranteed
delivery, copies of which were filed and are available under our
profile on SEDAR at www.sedar.com.
This press release is for informational purposes
only and does not constitute an offer to buy or the solicitation of
an offer to sell Coveo’s shares.
Forward-Looking Information
This press release contains “forward-looking
information” and “forward-looking statements” within the meaning of
applicable securities laws, including statements regarding the SIB,
the actual number of Shares to be taken up and paid for in
connection with the SIB, the auction price, the aggregate purchase
price, and the number of Shares and Multiple Voting Shares expected
to be issued and outstanding after completion of the SIB, 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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