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On September 28, 2026, BRC Group Holdings, Inc. (NASDAQ: RILY) and Sangoma Technologies Corporation (TSX: STC; NASDAQ: SANG) announced a definitive arrangement agreement under which a wholly owned subsidiary of BRC will acquire all issued and outstanding common shares of Sangoma. The transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million). Under the agreement, Sangoma shareholders will receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share held, aggregating approximately $170 million in cash and approximately $10 million in BRC shares. Upon completion, current Sangoma shareholders will hold approximately 4% of BRC's pro forma outstanding shares. The implied per-share consideration of $5.225 represents a 47% premium, per secondary reporting (unconfirmed against the primary release, which does not itself state the premium figure).
The transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). In connection with closing, Sangoma shares will be delisted from the TSX and Nasdaq, and BRC will become a reporting issuer under applicable Canadian securities laws. The transaction is expected to be partially funded through an amended and restated $215 million senior secured term loan facility at BRC's communications-platform level, with Banc of California serving as sole lead arranger, bookrunner, and administrative agent, together with Axos Bank and Israel Discount Bank of New York as lenders. The transaction is not subject to any financing condition.
The transaction has been unanimously approved by the boards of both companies. Completion is subject to approval by at least two-thirds of votes cast by Sangoma shareholders at a special meeting, a simple majority excluding shares subject to Multilateral Instrument 61-101 minority-protection exclusions, and applicable court and regulatory approvals. The transaction is expected to close no later than early 2027. Sangoma is headquartered in Markham, Ontario, and provides cloud-based, on-premises, and hybrid unified-communications solutions; upon closing it will be held within BRC Telecom's communications portfolio alongside UOL, magicJack, Marconi Wireless, and Lingo.
Parties
Company
BRC Group Holdings, Inc.
Company
Sangoma Technologies Corporation
Deal Type
Merger & AcquisitionIndustry
Tech/Computer/ITTransaction
$ 289,000,000Deal Status
ActiveClosing Date