BRC Group Holdings, Inc. Agrees to Acquire Sangoma Technologies Corporation to Scale Communications Portfolio

If completed, the acquisition would add Sangoma to BRC Telecom and end trading in Sangoma shares on the Toronto Stock Exchange and Nasdaq.

Rhea-AI Summary

BRC Group Holdings (RILY) agreed to acquire Sangoma Technologies (SANG) in a transaction valuing Sangoma at approximately $204 million. A BRC subsidiary would acquire all outstanding Sangoma common shares. Holders would receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share, or approximately $170 million in cash and $10 million in BRC shares in aggregate. Current Sangoma holders would own approximately 4% of BRC’s shares after closing.

BRC’s communications businesses and Sangoma generated approximately $441 million in combined revenue over the trailing twelve months as of June 2026. BRC expects to fund part of the purchase through an amended and restated $215 million senior secured term loan facility and an equity contribution. The facility would also retire existing debt at BRC’s communications businesses. Both boards approved the agreement; shareholder, court and regulatory approvals remain pending. Closing is expected no later than early 2027.

6 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 5 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.Definitive agreement would add Sangoma to BRC’s communications businesses upon closing.
• Moderate pointApproximately $441 million in combined trailing-twelve-month revenue as of June 2026.
• Moderate pointApproximately $52 million in trailing-twelve-month segment income from BRC’s communications businesses as of June 2026.
• Moderate point. Forward-looking: it has not happened yet and may not happen.$215 million term loan facility is expected to help fund the purchase and retire existing communications-business debt. 94% of market cap

2 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.$4.925 in cash and 0.04767 of a BRC share offered for each Sangoma share.
• Minor pointBoth boards unanimously approved the agreement; the transaction has no financing condition.

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.Approximately $170 million in cash forms part of the aggregate purchase consideration. 74% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.$215 million senior secured term loan facility is expected to finance part of the transaction and refinance existing debt. 94% of market cap

3 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Approximately $10 million in BRC shares would be issued; current Sangoma holders would own approximately 4% of BRC after closing. 4.4% of market cap
• Minor pointSangoma shareholder approval remains pending, including two separate voting thresholds.
• Minor pointCourt and regulatory approvals remain pending before the expected closing no later than early 2027.

News Explained

The agreement has no financing condition: although BRC expects to fund part of the purchase with a senior secured term loan and an equity contribution, completion is not contingent on securing that financing.

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+48.47% vs previous close $5.33 last price 105.7x rel. volume Open Argus

Details

Market Reaction – SANG

+4.5% Peak Tracked

-12.9% Trough Tracked

$3.45 – $6.44 Day Range

$185.20M Market Cap

On Sep 28, the day this news came out, the latest delayed price for SANG is 48.47% above the previous close. Argus tracked a peak move of +4.5% during the session. Argus tracked a trough of -12.9% from its starting point during tracking. Our momentum scanner has recorded 18 alerts for this stock so far that day. The latest delayed price is $5.33. Relative volume is exceptionally heavy at 105.7x the average.

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Market Context

On Sep 28, the day this news came out, the latest delayed price for the stock is 48.5% above the pre...

Analysis

On Sep 28, the day this news came out, the latest delayed price for the stock is 48.5% above the previous close. Sangoma's Sept. 28 40-F reported $200.065 million in FY2026 revenue, providing a filed operating baseline for the company BRC agreed to acquire; the same filing reported an $81.094 million net loss.

Key Figures

Enterprise value: Approximately $204 million (C$289 million) Cash consideration per share: $4.925 BRC share consideration per share: 0.04767 BRC share +5 more

Enterprise value

Approximately $204 million (C$289 million)

Transaction valuation of Sangoma

Cash consideration per share

$4.925

For each Sangoma share held

BRC share consideration per share

0.04767 BRC share

For each Sangoma share held

Aggregate cash consideration

Approximately $170 million

Total cash to Sangoma shareholders

Aggregate BRC share consideration

Approximately $10 million

Value of BRC shares to Sangoma shareholders

Pro forma BRC ownership

Approximately 4%

Current Sangoma shareholders' expected stake upon completion

Senior secured term loan facility

$215 million

Amended and restated facility at BRC's communications-platform level

Expected closing deadline

No later than early 2027

Transaction completion timing

Key Terms

enterprise value, ucaas, cpaas, plan of arrangement, +2 more

6 terms

enterprise value financial

"The transaction values Sangoma at an enterprise value of approximately $204 million"

Enterprise value is the total worth of a company, reflecting what it would cost to buy the entire business. It includes the company's market value plus any debts, minus its cash holdings, offering a comprehensive picture of its true value. Investors use it to compare companies regardless of their capital structures, helping them assess how much they would need to pay to acquire the business.

View in glossary

ucaas technical

"solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies"

Unified Communications as a Service (UCaaS) is a cloud-based bundle of business communication tools — such as phone calling, video meetings, messaging, and voicemail — delivered over the internet instead of on-site hardware. For investors, UCaaS matters because it shifts companies from buying and maintaining equipment to paying recurring subscription fees, creating predictable revenue for providers and signaling how widely businesses are adopting flexible, remote-ready communications, which can affect growth and valuation.

cpaas technical

"solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies"

A Communications Platform as a Service (CPaaS) is a cloud-based toolkit that lets companies add voice calls, text messages, video and chat features to their apps or websites without building the underlying phone or messaging systems. Think of it as a plug-and-play communications engine developers drop into software. Investors watch CPaaS because it often produces usage-based and recurring revenue, can scale quickly with customer communication needs, and benefits from trends like remote work and digital customer service.

plan of arrangement regulatory

"completed by way of a plan of arrangement under the Business Corporations Act (Ontario)"

A plan of arrangement is a formal, court-approved agreement that reorganizes ownership or assets of a company—such as merging businesses, exchanging shares for cash or other securities, or splitting off parts of the company. Investors should care because it can change the value, number, and rights of their holdings and is often binding once approved by both shareholders and a court, offering more legal certainty than a simple vote. Think of it as a legally supervised recipe for how a company will be reshaped and who ends up with what.

senior secured term loan facility financial

"through an amended and restated $215 million senior secured term loan facility"

A senior secured term loan facility is a type of borrowed money that a company takes out, which is backed by its valuable assets like property or equipment. Because it is secured by these assets and ranks higher in repayment priority, it is considered safer for lenders and typically offers lower interest rates. For investors, it provides a relatively stable and priority claim on the company's assets if it encounters financial difficulties.

ifrs technical

"such financials are prepared in accordance with IFRS"

International Financial Reporting Standards (IFRS) are a set of common accounting rules used by many companies worldwide to prepare financial statements, so numbers like revenue, profit and assets are measured in the same way across borders. For investors, IFRS matters because it makes it easier to compare the financial health and performance of different companies—like using the same ruler to measure different objects—reducing surprises and helping informed investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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• Transaction values Sangoma at an enterprise value of approximately $204 million (C$289 million)
• On a combined basis, BRC communications businesses and Sangoma generated approximately $441 million in trailing-twelve-month revenue as of June 2026
• BRC's communications businesses generated approximately $52 million of segment income on a trailing-twelve-month basis as of June 2026

LOS ANGELES and TORONTO, Sept. 28, 2026 /PRNewswire/ -- BRC Group Holdings, Inc. (NASDAQ: RILY) ("BRC" or the "Company"), a diversified holding company, and Sangoma Technologies Corporation (TSX: STC; NASDAQ: SANG) ("Sangoma"), a trusted industry leader delivering cloud-based, on-premises, and hybrid communications solutions, today announced a definitive 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).

Bryant Riley, Chairman and Co-CEO of BRC Group Holdings, said: "Our communications portfolio is a proven engine for cash generation, and we believe acquiring a scaled operator like Sangoma accelerates our recurring revenue and earnings power. Through this transaction, we are deploying capital where we see the most compelling opportunity to add durable, recurring cash flow while expanding the enterprise-grade capabilities that our communications portfolio companies offer to the market."

Ananth Veluppillai, CEO of BRC Telecom, added: "Over the last decade, we have built an ecosystem that allows established communications businesses to operate at their full potential. We have successfully brought five companies onto this platform, providing the operational stability they need to serve their customers while generating significant, sustainable value. Sangoma has built an incredible enterprise-grade architecture and a highly loyal customer base. By combining their strengths with our proven operating model, we are creating a more robust platform for both our customers and our shareholders."

Strategic Acquisition of Sangoma
Founded in 1984 and headquartered in Markham, Ontario, Sangoma serves more than 100,000 business customers across a base of over 2.7 million unified-communications seats. Its comprehensive solutions span UCaaS, contact center, CPaaS, and connectivity. The platform offers the extensibility to serve customers from small business through the mid-market, anchored by robust, enterprise-grade architecture.

The addition of Sangoma's capabilities - including its AI-enabled customer experience and contact-center solutions - significantly expands the range of offerings within BRC's communications portfolio, complementing its established strengths in the SMB and enterprise markets. Upon closing, Sangoma will be held as part of BRC Telecom, BRC's portfolio of communications businesses, currently comprised of UOL, magicJack, Marconi Wireless, and Lingo (which includes BullsEye Telecom).

BRC's communications portfolio was formed on the basis of acquiring mature, late-stage companies with predictable revenues, strong gross margins, and meaningful cash flow potential. Since 2016, the Company has acquired five communications businesses with an aggregate total investment of approximately $303 million. Through 2026, these businesses have generated approximately $411 million in cumulative cash distributions — approximately 1.4x their total acquisition cost. On a trailing-twelve-month basis as of June 2026, BRC's communications businesses generated approximately $52 million of combined segment income.

BRC's communications portfolio continues to execute against plan as a reliable engine of cash generation, and the addition of Sangoma represents an ideal continuation of this acquisition thesis. On a combined, trailing-twelve-month basis as of June 2026, BRC's communications businesses and Sangoma generated approximately $441 million of revenue, reflecting approximately $241 million from BRC's communications businesses and approximately $200 million from Sangoma, as reported by Sangoma.

Transaction Detail
The transaction will be completed by way of a plan of arrangement under the Business Corporations Act (Ontario). Under the terms of the agreement, Sangoma shareholders will receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share held. In the aggregate, Sangoma shareholders will receive 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. In connection with the closing of the transaction, the shares of Sangoma will be delisted from the Toronto Stock Exchange and Nasdaq Stock Market, 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, together with an equity contribution from BRC. The facility will also be used to retire the existing debt of BRC's communications businesses. Banc of California is serving as sole lead arranger, bookrunner, and administrative agent on the facility, 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 board of directors of BRC and the board of directors of Sangoma. Completion is subject to approval by at least two-thirds of the votes cast by holders of Sangoma shares present in person or represented by proxy at a special meeting of Sangoma shareholders (the "Meeting"), a simple majority of the votes cast by holders of Sangoma shares present in person or represented by proxy at the Meeting, excluding the Sangoma shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, applicable court and regulatory approvals, and other customary closing conditions. The transaction is expected to close no later than early 2027.

Advisors
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel and Choate, Hall & Stewart LLP, Klein Law Group PLLC and The NBD Group, Inc. are acting as US legal counsel to BRC. ATB Cormark Capital Markets is acting as the exclusive financial advisor and fairness opinion provider to Sangoma. Goodmans LLP is acting as Canadian legal counsel and Norton Rose Fulbright LLP is acting as US legal counsel to Sangoma.

About BRC Group Holdings, Inc.
BRC Group Holdings, Inc. (NASDAQ: RILY) is a diversified holding company with operations in financial services, communications, and retail, alongside investments in equity, debt, and venture capital. Our core financial services platform provides small-cap and middle-market companies with customized end-to-end solutions at every stage of the enterprise life cycle. Our investment banking business offers comprehensive services in capital markets, sales, trading, research, merchant banking, M&A, and restructuring. Our wealth management business provides financial planning services, including brokerage, investment management, insurance, and tax preparation. Our communications businesses provide consumer and business services including traditional, mobile, and cloud phone, internet and data, security, and email. Our consumer products and retail businesses provide mobile computing accessories and home furnishings. BRC Group deploys its capital inside and outside its core financial services platform to generate shareholder value through opportunistic investments. For more information, please visit www.brcgh.com.

About Sangoma Technologies Corporation
Sangoma (TSX: STC; NASDAQ: SANG) is a leading business communications platform provider with solutions that include its award-winning UCaaS, CCaaS, CPaaS, and Trunking technologies. The enterprise-grade communications suite is developed in-house; available for cloud, hybrid, or on-premises setups. Additionally, Sangoma provides managed services for connectivity, network, and security. A trusted communications partner with over 40 years on the market, Sangoma has over 2.7 million UC seats across a diversified base of over 100,000 customers. Sangoma has been recognized for nine years running in the Gartner UCaaS Magic Quadrant. As the primary developer and sponsor of the open source Asterisk and FreePBX projects, Sangoma is determined to drive innovation in communication technology continuously. For more information, visit www.sangoma.com.

Additional Information and Where to Find It
In connection with the proposed acquisition of Sangoma, Sangoma expects to call a special meeting of its shareholders and to prepare and make available to its shareholders a management information circular (the "Circular") containing important information about the proposed transaction. SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ THE CIRCULAR AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED IN CONNECTION WITH THE PROPOSED TRANSACTION CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.

Shareholders and other interested parties will be able to obtain a free copy of the Circular (when available), together with other documents filed by Sangoma with the Canadian securities regulatory authorities, under Sangoma's profile on SEDAR+ at www.sedarplus.ca and, to the extent furnished or filed with the U.S. Securities and Exchange Commission (the "SEC"), on the SEC's website at www.sec.gov. Copies of these documents may also be obtained free of charge on Sangoma's investor relations website at https://sangoma.com/company/investor-relations. Information regarding BRC is available in the documents it files with the SEC, which are available free of charge on the SEC's website at www.sec.gov and on the Company's investor relations website at https://ir.brcgh.com.

As a "foreign private issuer" within the meaning of the U.S. federal securities laws, Sangoma's solicitation of proxies from its shareholders is not subject to the proxy rules under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended. This communication does not constitute a solicitation of any proxy, vote, or approval.

No Offer or Solicitation
This communication is for informational purposes only and does not constitute an offer to buy, or the solicitation of an offer to sell, any securities, or a solicitation of any proxy, vote, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The BRC Shares to be issued as Share Consideration are expected to be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof, based on the court's approval of the plan of arrangement. No offering of securities shall be made except by means of a document meeting the requirements of applicable securities laws.

Financial Information
Financial information for Sangoma is derived from Sangoma's audited financial statements for the year ended June 30, 2026 and such financials are prepared in accordance with IFRS and have not been reconciled to the financial reporting standards of BRC.

Forward-Looking Statements
Statements made in this press release that are not descriptions of historical fact are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding: the proposed acquisition of Sangoma and its expected timing and completion; the anticipated performance of the Company's communications businesses; the sources and availability of funds for the Transaction; the issuance of BRC Shares as Share Consideration; and the anticipated benefits of the Transaction, including expected cash flows or synergies. These statements are based on management's current expectations and assumptions and are subject to risks and uncertainties, many of which are beyond the Company's control, that could cause actual results to differ materially, including: that the Transaction may not be completed on the anticipated terms or timeline, or at all; the failure to satisfy closing conditions, including the required approval of Sangoma's shareholders and applicable court and regulatory approvals; that the anticipated benefits of the Transaction may not be realized in the amounts or within the timeframe expected; that the businesses may not be operated or integrated as anticipated; that Sangoma's recent operating results reflect declining Adjusted EBITDA and reduced guidance, and there can be no assurance that prior revenue growth rates or margins will be restored; the incurrence of additional indebtedness and the Company's ability to service it; dilution to existing BRC shareholders resulting from the issuance of BRC Shares as Share Consideration; that the BRC Shares may not be issued on a basis exempt from registration under applicable securities laws; competitive, technological, and regulatory developments in the cloud-communications and UCaaS markets; potential disruption to the Company's businesses, management, or personnel; macroeconomic conditions, including interest rate fluctuations and inflation; volatility in the financial markets and general economic conditions; and other risks and uncertainties detailed from time to time in the Company's periodic reports filed with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Forward-looking statements speak only as of the date of this press release, and the Company undertakes no obligation to update them, except as required by law.

Contacts

For BRC Group Holdings
Mike Frank | Investor Relations | ir@brcgh.com
Jo Anne McCusker | Media Relations | press@brcgh.com 

For Sangoma Technologies Corporation
Samantha Reburn | Chief Legal & Administrative Officer | investorrelations@sangoma.com 

View original content:https://www.prnewswire.com/news-releases/brc-group-holdings-inc-agrees-to-acquire-sangoma-technologies-corporation-to-scale-communications-portfolio-302892009.html

SOURCE BRC Group Holdings, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What will Sangoma shareholders receive in the BRC Group Holdings acquisition?

Sangoma shareholders would receive $4.925 in cash and 0.04767 of a BRC share for each Sangoma share. In aggregate, they would receive approximately $170 million in cash and approximately $10 million in BRC shares if the transaction closes.

What shareholder votes are needed for BRC Group Holdings to acquire Sangoma?

The transaction requires approval by at least two-thirds of votes cast by Sangoma shareholders present or represented at a special meeting. It also requires a simple majority of votes cast after excluding shares required to be excluded under the applicable minority-shareholder rules.