Sangoma Technologies Corporation (“Sangoma” or the “Company”) (TSX: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“CaaS”) solutions, is pleased to announce that, as previously authorized by its shareholders, the Company is implementing a consolidation (reverse stock split) of its outstanding Common Shares on the basis of one new Common Share for every seven currently outstanding Common Shares (the “Consolidation Ratio”).
The Consolidation Ratio was determined by Sangoma’s board of directors in accordance with the parameters authorized by the Company’s shareholders at the special meeting of shareholders held on September 23, 2021. The consolidation took effect on November 2, 2021 and the Common Shares are expected to commence trading on the Toronto Stock Exchange on a post-consolidation basis beginning at the open of markets on November 8, 2021. Immediately prior to the consolidation there were 133,151,508 Common Shares issued and outstanding, and it is expected that there will be 19,021,614 Common Shares issued and outstanding following the consolidation, subject to rounding for any fractional shares. Assuming the issuance of the Common Shares comprising the Deferred Consideration and the Indemnification Holdback Amount in accordance with the Stock Purchase Agreement relating to the acquisition of StarBlue Inc., as amended by the Consolidation Ratio, it is expected that there will be 31,717,214 Common Shares issued and outstanding, subject to rounding for any fractional shares. No fractional shares will be issued as a result of the share consolidation and, in the case of a fractional interest, the number of post-consolidation shares to be received by a shareholder will be rounded down to the nearest whole number of shares that such holder would otherwise be entitled to receive upon the implementation of the share consolidation. By way of example, if a shareholder held 100 pre-consolidation Common Shares, the shareholder will hold 14 Common Shares on a post-consolidation basis.
Registered shareholders holding share certificates will be mailed a letter of transmittal advising of the share consolidation and instructing them to surrender their share certificates representing pre-consolidation Common Shares for replacement certificates or a direct registration advice representing their post-consolidation Common Shares. Until surrendered for exchange, following the effective date of the consolidation, which was November 2, 2021, each share certificate formerly representing pre-consolidation Common Shares will be deemed to represent the number of whole post-consolidation Common Shares to which the holder is entitled as a result of the consolidation.
Holders of Common Shares who hold uncertificated shares (that is Common Shares held in book-entry form and not represented by a physical share certificate), either as registered holders or beneficial owners, will have their existing book-entry account(s) electronically adjusted by Sangoma’s transfer agent or, for beneficial shareholders, by their brokerage firms, banks, trusts or other nominees that hold in street name for their benefit. Such holders do not need to take any additional actions to exchange their pre-consolidation Common Shares for post-consolidation Common Shares. If you hold your Common Shares with such a bank, broker or other nominee, and if you have questions in this regard, you are encouraged to contact your nominee.
About Sangoma Technologies Corporation
Sangoma Technologies is a trusted leader in delivering value-based Communications as a Service (CaaS) solutions for businesses of all sizes. Sangoma’s cloud-based Services include Unified Communication (UCaaS) business communications, Meetings as a Service (MaaS), Communications Platform as a Service (CPaaS), Trunking as a Service (TaaS), Fax as a Service (FaaS), Device as a Service (DaaS), and Access Control as a Service (ACaaS). In addition, Sangoma offers a full line of communications Products, including premise-based UC systems, a full line of desk phones and headsets, and a complete connectivity suite (gateways/SBCs/telephony cards). Sangoma’s products and services are used in leading UC, PBX, IVR, contact center, carrier networks, office productivity, and data communication applications worldwide. Sangoma is also the primary developer and sponsor of Asterisk and FreePBX, the world’s two most widely used open-source communication software projects.
Sangoma Technologies Corporation is publicly traded on the Toronto Stock Exchange (TSX: STC). Additional information on Sangoma can be found at: www.sangoma.com.
Cautionary Statement Regarding Forward Looking Statements
This press release contains forward-looking statements. When used in this document, the words such as “could”, “plan”, “estimate", “expect”, “intend”, “may”, "potential”, "should” and similar expressions indicate forward-looking statements.
Although Sangoma believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date that the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in forward-looking statements. Such risks and uncertainties include, but are not limited to, those which are discussed under the headings “Approval of Consolidation of Common Shares – Risks of the Share Consolidation” in the Company’s management information circular relating to the special meeting of the Company’s shareholders held on September 23, 2021, and those set out below. Sangoma undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change except as required by law.
Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in its management's discussion and analysis and annual information form (each available on www.sedar.com) include, but are not limited to receipt of final approval and timing for the Common Shares to commence trading on the Toronto Stock Exchange on a post-consolidation basis, risks and uncertainties associated with the COVID-19 pandemic, changes in exchange rate between the Canadian Dollar and other currencies, changes in technology, changes in the business climate, changes in the regulatory environment, the decline in the importance of the PSTN and new competitive pressures. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Sangoma Technologies Corporation
Chief Financial Officer
(905) 474-1990 Ext. 4107