BRC Group Holdings, Inc. has entered into a definitive agreement to acquire Sangoma Technologies Corporation, a Markham, Ontario-based business communications provider, in a transaction that values Sangoma at an enterprise value of approximately $289 million (US$204 million). BRC, a California-based diversified holding company listed on the Nasdaq, will fold Sangoma into BRC Telecom, its portfolio of communications businesses that includes UOL, magicJack, Marconi Wireless, and Lingo, which itself includes BullsEye Telecom.
Founded in 1984, Sangoma serves more than 100,000 business customers across over 2.7 million unified-communications seats, with offerings spanning UCaaS, contact centre, CPaaS, and connectivity. The company is dual-listed on the Toronto Stock Exchange and Nasdaq. On a combined trailing-twelve-month basis as of June 2026, BRC's communications businesses and Sangoma generated roughly US$441 million in revenue, with about US$241 million from BRC's communications operations and about US$200 million from Sangoma.
The acquisition will be carried out through a wholly owned BRC subsidiary by way of a plan of arrangement under the Business Corporations Act (Ontario). Sangoma shareholders will receive US$4.925 in cash and 0.04767 of a BRC share for each Sangoma share held, amounting in the aggregate to approximately US$170 million in cash and roughly US$10 million in BRC shares. Current Sangoma shareholders are expected to hold about 4 percent of BRC's pro forma outstanding shares on completion. Upon closing, Sangoma's shares will be delisted from the Toronto Stock Exchange and the Nasdaq, and BRC will become a reporting issuer under applicable Canadian securities laws.
BRC expects to fund the transaction in part through an amended and restated US$215 million senior secured term loan facility at its communications-platform level, together with an equity contribution. The facility will also be used to retire existing debt of BRC's communications businesses. Banc of California is serving as sole lead arranger, bookrunner, and administrative agent on the facility, with Axos Bank and Israel Discount Bank of New York as lenders. The transaction is not subject to any financing condition.
The boards of both BRC and Sangoma have unanimously approved the deal. Completion requires approval by at least two-thirds of the votes cast by Sangoma shareholders at a special meeting, along with a simple majority of votes cast excluding shares that must be excluded under Multilateral Instrument 61-101, which governs the protection of minority security holders in special transactions. The transaction also remains subject to court and regulatory approvals and other customary closing conditions.
“This transaction represents a compelling outcome for Sangoma and our shareholders, delivering immediate liquidity and certainty of value at a premium price,” Sangoma CEO Charles Salameh said in a press release. “Today’s milestone is a direct result of the incredible dedication and hard work of our entire team, who have built a market-leading unified business communications platform. Looking ahead, we are excited to partner with the BRC team to combine our operational strengths, expand our platform reach, and accelerate our next phase of growth”.
“Sangoma brings a comprehensive communications platform with the extensibility to serve and grow with our mid-market customers,” said BRC Telecom CEO, Ananth Veluppillai. “While our existing operations excel in both the SMB and enterprise markets, Sangoma’s AI-powered customer experience capabilities and contact center intelligence represent a step-change in what we can deliver. Together, these combined offerings provide us with one of the most complete business communications portfolios in our competitive set. We hold deep respect for what the Sangoma team has built and look forward to bringing this broader, enhanced platform to our customers.”
Blake, Cassels & Graydon LLP is acting as Canadian legal counsel to BRC, with Choate, Hall & Stewart LLP, Klein Law Group PLLC, and The NBD Group, Inc. serving as US legal counsel. Goodmans LLP is acting as Canadian legal counsel to Sangoma, with Norton Rose Fulbright LLP serving as US legal counsel. ATB Cormark Capital Markets is acting as exclusive financial advisor and fairness opinion provider to Sangoma.
The transaction is expected to close no later than early 2027, with Sangoma's counsel indicating a target of January 2027.
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