MARKHAM, ONTARIO, March 31, 2021 – Sangoma Technologies Corporation (“Sangoma”) (TSXV: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“CaaS”) solutions, today is pleased to announce that it has completed its previously announced acquisition (the “Acquisition”) of all of the shares of StarBlue Inc. (the parent company of Star2Star Communications, LLC, herein “Star2Star”) from Star2Star Holdings, LLC (herein “Holdings”) and Blue Face Holdings Limited (collectively, the “Sellers”). As consideration for the Acquisition, Sangoma will issue an aggregate of 110,000,000 common shares in the capital of Sangoma (the “Sangoma Shares”) at a deemed price of CAD$4.17 per share based on yesterday’s closing price of Sangoma Shares, representing an aggregate price of CAD$458,700,000 (“Share Consideration”), and paid cash consideration of CAD$128,971,168 (US$102,106,855, reduced from US$105,000,000 as a result of initial closing adjustments). 22,000,000 of the Share Consideration (less 869,202 Sangoma Shares representing a holdback for indemnification purposes) were issued on closing of the Acquisition (“Closing”), with the remaining Sangoma Shares to be issued and distributed in quarterly installments commencing on April 1, 2022.
Pursuant to a direction received by Sangoma from the Sellers and an optionholder of StarBlue Inc. entitled to receive the Sangoma Shares issuable on Closing, 480,000 of the Sangoma Shares that were issuable to such parties on Closing out of the 22,000,000 common shares in the capital of Sangoma were instead issued to Q Advisors LLC, a financial advisor engaged by StarBlue Inc. as partial consideration of the fee payable in connection with the Acquisition.
In connection with the Acquisition, Sangoma has also added Norman Worthington, the Chief Executive Officer and Executive Chair of Star2Star, and Marc Lederman, Co-founder and General Partner of NewSpring Capital, an institutional investor in Holdings prior to Closing, to its board of directors. Detailed biographies for the new directors, as well as additional information regarding the Acquisition and Star2Star, are included in Sangoma’s management information circular dated February 26, 2021 and available under Sangoma’s profile on SEDAR at www.sedar.com.
In addition, Sangoma issued 129,198 Sangoma Shares to INFOR Financial Inc. (“INFOR Financial”) as partial consideration of the fee payable to INFOR Financial in respect of financial advisory services rendered in connection with the Acquisition.
The Sangoma Shares issued to Blue Face Holdings Limited, Q Advisors LLC and INFOR Financial on Closing are subject to resale restrictions for four months and one day, expiring August 1, 2021. Holdings and Q Advisors LLC have each entered a 12 month lock-up for the common shares they received on Closing.
Immediately prior to Closing, Holdings did not own any Sangoma Shares. In connection with the completion of the Acquisition, Holdings received 15,142,778 of the Sangoma Shares issued as part of the Share Consideration at Closing, representing approximately 11.4% of the Sangoma Shares issued and outstanding immediately following Closing. Holdings is also entitled to receive an additional 88,687,156 Sangoma Shares as part of the Share Consideration to be issued following Closing in accordance with the distribution schedule described above. After giving effect to the issuance of all of the Share Consideration, Holdings would own approximately 46.9% of the Sangoma Shares issued and outstanding immediately following Closing.
Holdings is controlled by Old Town Gelato, LLC which is in turn controlled by Norman Worthington. Accordingly, Old Town Gelato, LLC and Mr. Worthington may be deemed to be joint actors of Holdings.
Holdings acquired and will acquire the Sangoma Shares forming part of the Share Consideration as partial consideration for its sale of StarBlue Inc. shares to Sangoma pursuant to the Acquisition. Holdings intends to review its ownership of Sangoma Shares on a continuing basis and may increase or decrease its investment in Sangoma Shares depending upon future market conditions. Holdings may also distribute its Sangoma Shares to its members.
Sangoma’s head office is located at 100 Renfrew Drive, Suite 100, Markham, Ontario. Holdings’ address is 600 Tallevast Road, Suite 202, Sarasota, Florida.
Holdings will file an early warning report under National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with its acquisition of the Share Consideration. A copy of the early warning report filed by Holdings will be available under Sangoma’s profile on SEDAR at www.sedar.com. The early warning report may also be obtained by contacting Bruce Illes at 941-960-8284.
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 deskphones 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 TSX Venture Exchange (TSX VENTURE: STC). Additional information on Sangoma can be found at: www.sangoma.com.
In an increasingly complex world, businesses need to simplify how they communicate, collaborate, and seamlessly integrate third-party applications into their operations and processes. Star2Star meets that need with its patented cloud-native collaboration platform designed for modern business.
Star2Star has delivered consistently innovative solutions for business communications and collaboration challenges since 2006. Throughout its history, it has demonstrated a commitment to the continuous improvement of cutting-edge technology to anticipate and address the rapidly evolving needs of businesses on the move. The company entered the market in 2007 as one of the limited number of Unified Communications as a Service (“UCaaS”) providers with a cloud platform that combined cloud flexibility with a reliable proprietary network, and the ability to deploy an on-premise voice optimized SD-WAN. Today, Star2Star’s suite of communication and collaboration solutions offers value, reliability, quality, scalability, and the capacity to unify people and processes within an intuitive, cloud-native environment.
Star2Star has been named to such prestigious lists as the Deloitte Technology Fast 500, Inc. 500|5000, Omdia Top 10 UCaaS Service Provider, and Forbes Most Promising Companies. Recognition of its pioneering innovation in the cloud market extends to major industry analyst indicators such as inclusion in the Frost Radar North American Hosted IP Telephony and UCaaS Industry reports and the Gartner Magic Quadrant for UCaaS, Worldwide.
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. 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. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. By their nature, forward-looking statements are based on the opinions and estimates of management on the date that the statements are made and 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 or will differ materially from those expected. Such risks and uncertainties include but are not limited to the impact of the recent cyber attack experienced by Sangoma and resulting data breach and other risk factors as disclosed more fully in the management information circular filed by Sangoma on www.sedar.com. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable based on the current business environment, 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. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and 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 directed to the Circular and Sangoma’s filings on SEDAR with respect to additional risk factors relating to the Acquisition.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Sangoma Technologies Corporation
Chief Financial Officer
(905) 474-1990 Ext. 4107