Sangoma Technologies Corporation (“Sangoma” or the “Company“) (TSX: STC), a trusted leader in delivering cloud-based Communications-as-a-Service solutions, today announced the launch of a marketed public offering of Sangoma’s Common Shares (“Common Shares”) in the United States and Canada, representing Sangoma’s initial public offering in the United States.
In connection with the initial public offering of the Common Shares in the United States, Sangoma has filed an application to list the Common Shares on Nasdaq Global Select Market (“Nasdaq”) under the symbol “SANG”. Trading of the Common Shares is expected to commence on Nasdaq following pricing of the offering. The Common Shares will continue to trade on the Toronto Stock Exchange (the “TSX”) under the symbol “STC”.
A total of 5,500,000 Common Shares will be offered for sale by the Company in the offering, which will be conducted through a syndicate of underwriters led by Morgan Stanley, BMO Capital Markets, William Blair & Company, and Canaccord Genuity, as joint book-running managers, with Needham & Company as Lead Manager, and Cormark Securities and Northland Capital Markets as co-managers. The offering will be priced in the context of the market with terms, including price per share, to be determined at the time of entering into an underwriting agreement with the underwriters.
The Company will grant the underwriters an over-allotment option, exercisable for a period of 30 days from the date of the closing of the offering, to purchase up to an additional 825,000 Common Shares.
The Company currently expects that the net proceeds of the offering will be used for future acquisitions, working capital and other general corporate purposes.
The offering is subject to entering into a satisfactory underwriting agreement with the underwriters, which will include customary closing conditions, including with respect to the listing of the Common Shares on Nasdaq and the TSX.
In connection with the offering, Sangoma filed a preliminary prospectus supplement to its base shelf prospectus with the securities regulatory authorities in each of the provinces of Canada, other than Québec. The preliminary prospectus supplement and a base shelf prospectus have also been filed with the U.S. Securities and Exchange Commission as part of a registration statement on Form F-10. The public offering will be made in Canada only by means of the base shelf prospectus and preliminary prospectus supplement and in the United States only by means of the registration statement, including the base shelf prospectus and preliminary prospectus supplement. Such documents contain important information about the offering. Copies of the base shelf prospectus and the preliminary prospectus supplement can be found on SEDAR at www.sedar.com and a copy of the registration statement, base shelf prospectus and the preliminary prospectus supplement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained from any of the following sources: Morgan Stanley, Attn: Prospectus Department – 180 Varick Street, 2nd Floor – New York, NY 10014; BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd Street, 32nd Floor, New York, NY 10036, or by telephone at (800) 414-3627 or by email at bmoprospectus@bmo.com; William Blair & Company, L.L.C., Attn: Prospectus Department, 150 North Riverside Plaza, Chicago, IL 60606, or by telephone at (800) 621-0687 or by email at prospectus@williamblair.com; and Canaccord Genuity, Attn: Syndicate Department – 99 High Street, 12th Floor – Boston, MA 02110, or by email at prospectus@cgf.com.
Prospective investors should read the base shelf prospectus and the preliminary prospectus supplement as well as the registration statement before making an investment decision.
A registration statement relating to the Common Shares has been filed with the U.S. Securities and Exchange Commission but has not yet become effective. The Common Shares may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. No securities regulatory authority has either approved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Common Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.