Sangoma Technologies Corp

Sangoma Technologies Corporation has entered into a definitive arrangement agreement to be acquired by an affiliate of BRC Group Holdings in a transaction valuing Sangoma at an enterprise value of approximately $204M, or C$289M. Under the terms of the deal, Sangoma shareholders will receive $4.925 in cash and 0.04767 shares of BRC common stock per share, an implied total consideration of $5.225, or C$7.40, per Sangoma share based on BRC's 20-day volume-weighted average price on the NASDAQ, representing a 47% premium to its September 28, 2026 closing price on the TSX and a 51% premium over its 10-day VWAP. Total consideration equals approximately $170M in cash and $10M in BRC equity, leaving Sangoma shareholders with a 4% pro forma stake in BRC. Following a strategic review initiated in May 2026, Sangoma's Special Committee and Board unanimously recommended the deal, and insiders holding approximately 27% of outstanding shares have agreed to vote in favor. The transaction includes no financing contingencies and features a $5.397 million termination fee for unsolicited superior proposals, and it is being executed via an Ontario court-approved plan of arrangement requiring two-thirds shareholder approval and regulatory clearances, with closing expected by early 2027.

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