Key Highlights

● Sangoma will be acquired by a BRC Group Holdings subsidiary at US$5.225 per share, or C$7.40, the release states.

● Each share receives US$4.925 in cash plus 0.04767 of a BRC share, implying an enterprise value of approximately US$204 million.

● The price is a 47 percent premium to the September 28, 2026 Toronto Stock Exchange close, with no financing condition.

● Closing needs a two-thirds shareholder vote, court and regulatory approvals, and is expected no later than early 2027.

Sangoma Technologies Corporation (NASDAQ:SANG) furnished a Form 6-K on September 29, 2026, attaching a press release announcing that it has entered into a definitive agreement to be acquired by a subsidiary of BRC Group Holdings, Inc. (NASDAQ:RILY) The offer values each Sangoma share at US$5.225, or C$7.40, made up of US$4.925 in cash and 0.04767 of a BRC share. The release puts the transaction at an enterprise value of approximately US$204 million, or C$289 million, and says closing is expected no later than early 2027, subject to approvals.

The Terms

Sangoma shareholders will receive US$4.925 in cash plus 0.04767 of a BRC share for each Sangoma share held. The release states that the price represents a 47 percent premium to Sangoma's closing price on the Toronto Stock Exchange on September 28, 2026, and a 51 percent premium to its 10-day volume-weighted average price. It also says the deal is not subject to a financing condition, and that Sangoma shareholders would collectively own approximately 4 percent of BRC on a pro forma basis after closing.

Both boards have acted. Sangoma's board unanimously determined that the transaction is in the best interests of shareholders and recommends that they approve it, according to the release, and BRC's board also approved the agreement unanimously. ATB Cormark Capital Markets is Sangoma's financial advisor and provided a fairness opinion, with Goodmans LLP and Norton Rose Fulbright LLP acting as legal counsel. Blake, Cassels & Graydon LLP, Choate, Hall & Stewart LLP, Klein Law Group PLLC and The NBD Group, Inc. are named as BRC's advisers.

Approvals and Protections

The release lists several conditions: approval by at least two-thirds of the votes cast at a special meeting of Sangoma shareholders, approval by a simple majority of votes cast excluding shareholders who are conflicted under Multilateral Instrument 61-101, court approval and regulatory approvals. Officers and directors holding approximately 27 percent of Sangoma's shares have agreed to vote in favor of the transaction.

The agreement contains customary non-solicitation provisions, with a fiduciary exception that lets Sangoma terminate the agreement to accept an unsolicited superior proposal. In that case, BRC has a right to match, and Sangoma would pay a termination fee of US$5,397,000. The release describes these provisions as customary.

The Companies

Sangoma describes itself as a business communications platform provider with unified communications as a service, contact center as a service, communications platform as a service and trunking offerings. The release says it serves more than 100,000 customers with 2.7 million unified communications seats. Its shares trade on the Toronto Stock Exchange under STC and on Nasdaq under SANG. BRC Group Holdings describes itself as a diversified holding company with operations in financial services, communications and retail, along with strategic investments, and its shares trade on Nasdaq under RILY.

Sangoma Chief Executive Officer Charles Salameh is quoted as calling the transaction a compelling outcome for the company and its shareholders that provides immediate liquidity and certainty of value at a premium price. Ananth Veluppillai, Chief Executive Officer of BRC Telecom, is quoted as saying Sangoma brings a comprehensive communications platform with the flexibility to serve and grow with mid-market customers.

Sangoma Shareholder Vote Precedes Early 2027 Closing

The transaction remains subject to conditions, and the release lists the risks of failing to obtain approvals, failing to realize expected benefits, effects on commercial relationships, currency fluctuations and integration challenges. Sangoma will need to call a special meeting of shareholders, and materials describing the transaction in detail would be sent to holders ahead of that vote, typically in a management information circular. Court and regulatory steps follow, with closing targeted no later than early 2027. Because part of the price is paid in BRC shares, the value of the stock component will depend on BRC's share price at the time, which the release does not fix.