BRC Group Holdings, Inc. announced on September 28, 2026, that its wholly-owned subsidiary, 1001755979 Ontario Inc., has entered into a definitive agreement to acquire all issued and outstanding common shares of Sangoma Technologies Corporation. The transaction, structured as a court-approved plan of arrangement under the Business Corporations Act (Ontario), values Sangoma at an enterprise value of approximately $204 million (C$289 million).
Under the terms of the agreement, Sangoma shareholders will receive $4.925 in cash and 0.04767 of a common share of BRC for each Sangoma share held. In total, Sangoma shareholders are set to receive approximately $170 million in cash and approximately $10 million in BRC shares. Following the closing of the transaction, former Sangoma shareholders are expected to hold approximately 4% of BRC’s pro forma outstanding shares.
The acquisition is expected to close in January 2027, subject to customary closing conditions, including approval by at least two-thirds of the votes cast by Sangoma shareholders at a special meeting. The transaction is not subject to a financing condition. Upon completion, Sangoma shares will be delisted from the Toronto Stock Exchange and the Nasdaq Stock Market.
BRC plans to fund the acquisition with a combination of debt and equity. The company will contribute approximately $38 million in equity, while its telecommunications subsidiaries will contribute approximately $16 million. Additionally, Banc of California, Axos Bank, and Israel Discount Bank of New York have committed to providing senior secured term loans totaling $212,255,000 to support the deal.
On a trailing-twelve-month basis as of June 2026, BRC’s communications businesses generated approximately $52 million in segment income. Including Sangoma, the combined communications portfolio generated approximately $441 million in revenue. Sangoma serves more than 100,000 business customers and operates over 2.7 million unified-communications seats.
