Coveo Solutions Inc Announces Pricing of Initial Public Offering

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

November 18, 2021 | Montreal, QC and San Francisco, CA   Coveo Solutions Inc. (“Coveo” or the “Company”) today announced that it has filed with the securities regulatory authorities in each of the provinces and territories in Canada, and obtained a receipt for, its final base PREP prospectus (the “Final Prospectus”), and has entered into an underwriting agreement in respect of its initial public offering of 14,340,000 subordinate voting shares of the Company (the “Offering”) at a price of C$15.00 per subordinate voting share (the “Offering Price”), for gross proceeds of C$215,100,000. The Offering is expected to close on November 24, 2021, subject to customary closing conditions.

The Toronto Stock Exchange (“TSX”) has conditionally approved the listing of the Company’s subordinate voting shares subject to fulfilling customary listing requirements. The subordinate voting shares are expected to begin trading on the TSX on an “if, as and when issued basis” on November 18, 2021 in Canadian dollars under the symbol “CVO”.

The Offering is being made through a syndicate of underwriters led by BMO Capital Markets, BofA Securities, RBC Capital Markets and UBS Investment Bank, as joint bookrunners, and Canaccord Genuity Corp., Oppenheimer & Co. Inc., National Bank Financial Inc., Scotiabank, TD Securities Inc. and Ramirez & Co., Inc. (collectively, the “Underwriters”).

The Company has granted to the Underwriters an over-allotment option (the “Over-Allotment Option”) to purchase up to an additional 2,151,000 subordinate voting shares at the Offering Price. If the Over-Allotment Option is exercised in full, the gross proceeds of the Offering will be C$247,365,000. The Over-Allotment Option may be exercised in whole or in part, at the sole discretion of the Underwriters, for a period of 30 days from the closing date of the Offering.

A copy of the Final Prospectus is available, and a copy of the supplemented PREP prospectus containing pricing information and other important information relating to the subordinate voting shares and the Offering will be available on or about November 18, 2021, under Coveo’s profile on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful. The subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities law and may not be offered or sold in the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.