Sangoma Technologies Corporation has entered into a definitive arrangement agreement under which an affiliate of BRC Group Holdings will acquire all of its issued and outstanding common shares in a transaction valuing Sangoma at an enterprise value of approximately US$204 million, or C$2891 million. Under the terms of the Arrangement Agreement, Sangoma shareholders will receive US$4.925 in cash and 0.04767 of a BRC common share for each Sangoma share held, implying a value of US$5.225, or C$7.40, per share based on BRC's 20-day VWAP on the NASDAQ, a premium of approximately 47% to Sangoma's closing price and 51% to its 10-day VWAP on the TSX as of September 28, 2026. The cash component totals US$170 million payable to Sangoma shareholders, with the remaining US$0.302 per share payable in BRC shares, amounting to an aggregate of US$10 million of BRC shares issuable. Sangoma officers and directors holding approximately 27% of the issued and outstanding shares have entered into voting support agreements to vote in favour of the transaction, and Sangoma shareholders will collectively hold approximately 4% of the pro forma BRC shares on completion. The Arrangement Agreement includes a termination fee of US$5,397,000, and the transaction, which is not subject to any financing condition, requires two-thirds and simple majority shareholder approvals, court and regulatory approvals, and is expected to close no later than early 2027.
Taishin Financial Holding Co Ltd
Stewart Information Services Corp
BRC Group Holdings, Inc.BRC Group is the acquirer, issuing cash and shares to buy Sangoma in a US$204 million deal.
Sangoma Technologies CorpSangoma agrees to be acquired at a ~47% premium to its closing price.
