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.