The news
On September 28, 2026, BRC Group Holdings (RILY) agreed to buy Sangoma Technologies (SANG), a business phone and contact center software provider, in a cash-and-stock deal with an enterprise value of about US$204 million. The Sangoma acquisition adds another communications vendor to BRC's telecom portfolio.
Under the terms, Sangoma shareholders would receive US$4.925 in cash plus 0.04767 of a BRC share for each Sangoma share. Sangoma valued that package at US$5.225 (C$7.40) per share, a premium of about 47% to its closing price on the Toronto Stock Exchange (TSX) and about 51% to its 10-day volume-weighted average price, both as of September 28. In aggregate, holders would get about US$170 million in cash and US$10 million in BRC stock, leaving them with roughly 4% of BRC.
Sangoma, based in Markham, Ontario, and founded in 1984, sells cloud, on-premises and hybrid communications software, including unified communications as a service (UCaaS, meaning phone, messaging and meetings delivered from the cloud), contact center tools and communications APIs. The company reports more than 2.7 million unified communications seats across over 100,000 business customers, and it is the primary developer and sponsor of the open-source Asterisk and FreePBX phone system projects.
The deal is structured as a plan of arrangement under Ontario's Business Corporations Act. It needs a two-thirds shareholder vote at a special meeting, a separate majority vote that excludes certain holders under Canada's minority shareholder protection rule, MI 61-101, plus court and regulatory approvals. Sangoma's board approved it unanimously on the recommendation of a special committee of independent directors, and ATB Cormark Capital Markets gave a fairness opinion. Officers and directors holding about 27% of the shares signed voting support agreements.
BRC said it will fund the deal with an amended and restated US$215 million senior secured term loan at its communications platform level, led by Banc of California with Axos Bank and Israel Discount Bank of New York, plus equity from BRC. The facility will also retire existing debt of BRC's communications businesses, and the deal carries no financing condition. Sangoma would owe a US$5,397,000 termination fee if it accepts a superior proposal, subject to BRC's right to match.
Sangoma's Nasdaq-listed shares rose about 44% in after-hours trading on September 28, according to Investing.com, which also reported that the special committee's strategic review was announced in May 2026. GuruFocus reported that Sangoma's shares will be delisted from the TSX and Nasdaq after closing.
The numbers
- Enterprise value
- About US$204 million (C$289 million)
- Value per Sangoma share
- US$5.225 (C$7.40): US$4.925 cash + 0.04767 BRC share
- Premium to TSX close (Sept. 28)
- About 47%
- Aggregate consideration
- About US$170 million cash + US$10 million in BRC shares
- Term loan backing the deal
- US$215 million
- Sangoma footprint
- 2.7 million+ UC seats, 100,000+ business customers
- Expected close
- No later than early 2027
Why CEOs should care
For IT and procurement leaders running Sangoma phone systems or contact centers, the key line is that Sangoma will operate within BRC Telecom, a group whose businesses serve customers under their own brands. That signals brand continuity, but neither company's announcement addresses pricing, product roadmaps or support levels. Before closing, pull your contracts and check renewal price caps, change-of-control clauses, service-level commitments and data export rights. Ask your account team which products, including on-premises systems, will keep getting investment.
CFOs should look at how the new owner describes the business. BRC frames its communications portfolio around cash generation, citing about US$411 million in cumulative cash distributions since 2016, roughly 1.4 times the approximately US$303 million it paid for those companies. It is also taking on a US$215 million term loan to fund the purchase. For a multi-year UCaaS commitment, it is fair to ask how much of Sangoma's cash flow will go back into research and development versus debt service and distributions, and whether prices will rise at renewal.
CISOs and engineering teams that rely on Asterisk or FreePBX should watch whether stewardship of those open-source projects changes under a holding company owner. Boards of companies that depend heavily on a single communications vendor may want a documented exit plan, including number porting and call recording retention, in case service terms shift after the deal closes.
The bigger picture
Since 2016, BRC has assembled a group of communications businesses, including UOL, magicJack, Marconi Wireless and Lingo, which includes BullsEye Telecom. BRC said its communications businesses and Sangoma together generated about US$441 million in revenue over the 12 months to June 2026, and that its existing communications businesses produced about US$52 million in segment income over that period. BRC Telecom chief executive Ananth Veluppillai said Sangoma's AI-powered customer experience and contact center capabilities "represent a step-change in what we can deliver."
The deal shows where some mid-sized UCaaS vendors are ending up: owned by financial buyers that run a portfolio of communications brands for recurring cash flow, rather than by larger software platforms. Sangoma has been named in Gartner's UCaaS Magic Quadrant for nine consecutive years, according to the company, so this is an established vendor changing hands, not a startup being absorbed.
What’s next
Sangoma will hold a special shareholder meeting on a date it has not yet announced, and the deal still needs court and regulatory approvals. The companies expect to close no later than early 2027. Until then, Sangoma can consider a superior proposal under its fiduciary out, with BRC holding matching rights.
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