MONTREAL and SAN
FRANCISCO, July 12, 2024 /PRNewswire/ - Coveo
Solutions Inc. ("Coveo" or the "Company")
(TSX: CVO), the leading enterprise AI platform that brings AI
search and generative AI (GenAI) to every point–of-experience,
enabling remarkable personalized digital experiences, announced
today that it has taken up and paid for 6,493,506 of its
subordinate voting shares ("Shares") (including 45,343
multiple voting shares ("Multiple Voting
Shares") on an as-converted basis) at a price of
C$7.70 per Share under Coveo's
substantial issuer bid (the "SIB") to purchase for
cancellation a number of its Shares for an aggregate purchase
price not to exceed C$50 million.
Coveo further announced today that its board of directors has
authorized the renewal of its normal course issuer bid (the
"NCIB") to purchase for cancellation up to 2,690,573
Shares over the twelve–month period commencing on July 17, 2024 and ending no later than
July 16, 2025, as well as the
implementation of an automatic securities purchase plan in
connection with the NCIB.
Completion of Substantial Issuer Bid
The Shares purchased under the SIB represent an aggregate
purchase price of approximately C$50
million and approximately 6.24% of the total number of
Coveo's issued and outstanding Shares and Multiple Voting Shares
(on a non-diluted basis) as of July 10,
2024. After giving effect to the SIB, Coveo will have
approximately 53,811,461 Shares and 43,703,957 Multiple Voting
Shares issued and outstanding.
Based on the final count by TSX Trust Company, acting as
depositary for the SIB (the "Depositary"), a total of
30,125,099 Shares (including Multiple Voting Shares on an
as-converted basis) were validly tendered and not withdrawn. Since
the SIB was oversubscribed, shareholders who made auction tenders
at or below the purchase price or purchase price tenders had
approximately 25.91% of their successfully tendered Shares
purchased by Coveo (other than "odd lot" tenders, which were not
subject to proration).
Payment and settlement of the purchased Shares will be effected
by the Depositary on or about July 16,
2024 in accordance with the SIB and applicable law. Any
Shares or Multiple Voting Shares not purchased, including such
Shares not purchased as a result of proration or Shares or Multiple
Voting Shares (on an as-converted basis) tendered pursuant to
auction tenders at prices higher than the purchase price or
invalidly tendered will be returned to shareholders as soon as
practicable by the Depositary.
The full details of the SIB are described in the offer to
purchase and issuer bid circular dated June
3, 2024, 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.sedarplus.ca.
To assist shareholders in determining the tax consequences of
the SIB, Coveo estimates that for the purposes of the Income Tax
Act (Canada), the paid-up
capital per Share is approximately C$6.18. Given that the purchase price of
C$7.70 per Share exceeds the paid-up
capital per Share, shareholders who have sold Shares to Coveo under
the SIB will be deemed to have received a taxable dividend as a
result of such sale for Canadian federal income tax purposes equal
to the amount by which the purchase price per Share exceeds the
paid-up capital per Share. The dividend deemed to have been paid by
Coveo to Canadian resident persons is designated as an "eligible
dividend" for purposes of the Income Tax Act (Canada) and any corresponding provincial and
territorial tax legislation.
The "specified amount" for purposes of subsection 191(4) of the
Income Tax Act (Canada) is
C$7.91, being the closing trading
price for the Shares on the TSX on July 10,
2024. Shareholders should consult with their own tax and
other advisors with respect to the income tax consequences of the
disposition of their Shares under the SIB.
Renewal of Normal Course Issuer Bid and Automatic Securities
Purchase Plan
Coveo also announced today that the board of directors of the
Company has authorized, and the Toronto Stock Exchange (the
"TSX") has approved, Coveo's notice of intention to renew
its NCIB to purchase for cancellation up to 2,690,573 Shares over
the twelve-month period commencing on July 17, 2024 and ending
no later than July 16, 2025,
representing approximately 5% of the 53,811,461 Shares issued and
outstanding pro forma as at July 10,
2024, taking into account the 6,493,506 Shares (including
45,343 Multiple Voting Shares on an as-converted basis) the Company
is buying back under the SIB. The renewal of the NCIB follows on
the conclusion of Coveo's previous normal course issuer bid which
expires on July 16, 2024. From
July 17, 2023 to July 16, 2024, Coveo purchased 1,393,600
securities under its normal course issuer bid, through open market
purchases on the TSX and Canadian alternative trading systems and
through a privately negotiated transaction in reliance upon a
statutory issuer bid exemption, with Shares purchased at a weighted
average price of C$10.26 per Share.
Coveo had received the approval of the TSX to purchase up to
2,559,247 securities under its previous normal course issuer
bid.
The NCIB will be conducted through the facilities of the TSX or
alternative Canadian trading systems and will conform to their
regulations. Shares will be acquired under the NCIB at the market
price at the time of purchase. Purchases under the NCIB will be
made by means of open market transactions, including through
privately negotiated transactions or such other means as a
securities regulatory authority may permit. In the event that the
Company acquires Shares by other means as a securities regulatory
authority may permit, the purchase price of the Shares may be
different than the market price of the Shares at the time of the
acquisition. Purchases made under an issuer bid exemption order
will be at a discount to the prevailing market price as per the
terms of the order.
Furthermore, under the NCIB, Coveo may make, once per week, a
block purchase (as such term is defined in the TSX Company Manual)
at market price, in accordance with TSX rules. Under TSX rules,
block purchases may not be made, directly or indirectly, from any
insider of the Company, including shareholders of Coveo holding
more than 10% of the Shares or the Multiple Voting Shares. Coveo
will otherwise be allowed to purchase daily, through the facilities
of the TSX, a maximum of 29,609 Shares representing 25% of the
average daily trading volume, as calculated per the TSX rules
for the six-month period starting on January
1, 2024 and ending on June 30,
2024.
Coveo also announced today that, in connection with its
intention to renew the NCIB, Coveo has renewed its automatic share
purchase plan (the "ASPP") with a designated broker to allow
for the purchase of its Shares under the NCIB, once effective, at
times when Coveo normally would not be active in the market due to
applicable regulatory restrictions or internal trading black-out
periods. Before the commencement of any particular internal trading
black-out period, Coveo may, but is not required to, instruct its
designated broker to make purchases of Coveo's Shares under the
NCIB during the ensuing black-out period in accordance with the
terms of the ASPP. Such purchases will be determined by the broker
in its sole discretion based on parameters established by Coveo
prior to commencement of the applicable black-out period in
accordance with the terms of the ASPP and applicable TSX rules.
Outside of these black-out periods, Shares will be purchasable by
Coveo at its discretion under the NCIB, once effective. The ASPP
constitutes an "automatic securities purchase plan" under
applicable Canadian securities laws.
Coveo is renewing its NCIB as it provides it with a capital
allocation alternative, with a view to continue to create
long-term shareholder value. Coveo's board of directors and
management believe that the market price of the Shares may from
time to time not reflect the underlying value of the Shares, and
purchases of Shares for cancellation under the NCIB provides both
(i) an opportunity to enhance shareholder value, as purchasing
Shares for cancellation through an NCIB increases each
shareholder's relative equity interests in Coveo, and (ii)
liquidity to selling shareholders in the market.
The actual number of Shares purchased under the NCIB, the timing
of purchases and the price at which the Shares are purchased will
depend on various factors, including Coveo's capital and liquidity
positions, accounting and tax considerations, Coveo's operational
performance, alternative uses of capital, the trading price of the
Shares on the TSX, and market conditions.
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 terms of the
SIB (including the timing of payment and settlement for Shares
purchased under the SIB and the number of Shares and Multiple
Voting Shares expected to be issued and outstanding after
completion of the SIB), statements relating to the NCIB (including
purchases thereunder, the price, timing and size of such purchases,
and the implementation of an ASPP), 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.sedarplus.ca. 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 strongly believe that the future is business-to-person.
That experiences are today's competitive front line, a make or
break for every business. We also believe that remarkable
experiences not only enhance user satisfaction but also yield
significant gains for enterprises. That is what we call the
AI-experience advantage – the degree to which the content,
products, recommendations, and advice presented to a person online
aligns easily with their needs, intent, preferences, context,
and behavior, resulting in superior business outcomes.
To realize this AI-experience advantage at scale, enterprises
require a robust, spinal and composable infrastructure capable of
unifying content securely and delivering AI search, AI
recommendations, true personalization, and a trusted generative
experience at every touchpoint with each individual customer,
partner and employee. Coveo is dedicated to bringing this advantage
to every point-of-experience, using powerful data and AI models to
transform the enterprise in commerce, customer service, website and
workplace.
The Coveo platform is ISO 27001 and ISO 27018 certified,
SOC2 compliant, HIPAA compatible, with a 99.999% SLA
available. We are a Salesforce Summit ISV Partner, an SAP
EndorsedⓇ App, an Adobe Gold Partner, a MACH
Alliance member and a Genesys AppFoundryⓇ ISV
Partner.
Coveo is a trademark 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.
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SOURCE Coveo Solutions Inc.