Sangoma Files Its Management Information Circular for Its Special Meeting of Shareholders to Approve Its Acquisition of Star2Star
MARKHAM, Ontario, March 04, 2021 (GLOBE NEWSWIRE) — Sangoma Technologies Corporation (“Sangoma”) (TSXV: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“CaaS”) solutions, today is providing an update in connection with its proposed acquisition of StarBlue Inc. (the parent company of Star2Star Communications, LLC herein “Star2Star”), which was previously announced on January 29, 2021 (collectively, the “Acquisition”).
Sangoma today has filed its management information circular (the “Circular”) and related materials under its profile on www.sedar.com and on Sangoma’s website. In addition, Sangoma has mailed these documents to shareholders in order to obtain shareholder approval of the Acquisition and creation of a new “Control Person” of Sangoma (see below) at a virtual special meeting of shareholders to be held on March 29, 2021 (the “Special Meeting”) at 10:30 a.m. (Toronto time).As previously announced in Sangoma’s press release dated January 29, 2021, the Acquisition is an arms-length transaction and will result in the creation of a new “Control Person” of Sangoma pursuant to the policies of the TSX Venture Exchange and pursuant to those policies, the Acquisition is subject to the approval of shareholders at the Special Meeting. Shareholders of Sangoma will consider and vote on the approval of an ordinary resolution approving the Acquisition (the “Acquisition Resolution”) and the creation of a new “Control Person” of Sangoma (as described in the Circular) at the Special Meeting. To be effective, the Acquisition Resolution must be approved by a majority of the votes cast by Sangoma shareholders present or represented by proxy at the Special Meeting. Each shareholder is entitled to one vote for each Sangoma common share held by such shareholder.Board RecommendationThe board of directors of Sangoma (the “Board”) unanimously determined the Acquisition is in the best interests of Sangoma and fair to the shareholders of Sangoma and recommends the shareholders vote FOR the Acquisition.Meeting and CircularIn light of the ongoing COVID-19 pandemic and to proactively deal with this unprecedented public health impact, the Special Meeting is scheduled to be held as a virtual-only meeting conducted by live audio webcast at https://web.lumiagm.com/236449261. The virtual Special Meeting will be accessible online starting at 9:30 a.m. (Toronto time) on March 29, 2021 and commence at 10:30 a.m. (Toronto time). Shareholders, regardless of geographic location or equity ownership, will have an equal opportunity to attend the Special Meeting online. Shareholders will not be able to attend the Special Meeting in person. Shareholders of record as of the close of business (5:00 p.m. (Toronto time)) on February 19, 2021, are entitled to receive notice of and vote at the Special Meeting. Shareholders are urged to vote well before the proxy deadline of 10:30 a.m. (Toronto time) on March 25, 2021.Sangoma welcomes all registered shareholders and duly appointed proxyholders who wish to participate in the online Special Meeting to do so by joining the live webcast available at https://web.lumiagm.com/236449261. As usual, only duly appointed proxyholders will be allowed to vote and intervene during the live Special Meeting. Unregistered shareholders and guests will be able to attend the online Special Meeting via the live webcast available at the same link.The Circular provides important information on the Acquisition and related matters, including the new “Control Person”, the background to the Acquisition, the rationale for the recommendations made by the Board, benefits and related risks of the Acquisition, voting procedures and how to virtually attend the Special Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety. The Circular is being mailed to shareholders in compliance with applicable laws. The Circular is available under Sangoma’s profile on SEDAR at www.sedar.com and Sangoma’s website at www.sangoma.com under Investor Relations. Sangoma encourages shareholders to vote and submit their proxies prior to the Special Meeting.Shareholder Questions and AssistanceShareholders who have questions regarding the Acquisition or require assistance with voting may contact Kingsdale Advisors, Sangoma’s proxy solicitation agent, by telephone at 1-866-581-1571 (North American Toll-Free), or 1-416-867-2272 (Outside North America) or by email to [email protected].About Sangoma Technologies CorporationSangoma Technologies is a trusted leader in delivering value-based Communications as a Service (CaaS) solutions for businesses of all sizes. Sangoma’s cloud-based Services include Unified Communication (UCaaS) business communications, Meetings as a Service (MaaS), Communications Platform as a Service (CPaaS), Trunking as a Service (TaaS), Fax as a Service (FaaS), Device as a Service (DaaS), and Access Control as a Service (ACaaS). In addition, Sangoma offers a full line of communications Products, including premise-based UC systems, a full line of deskphones and headsets, and a complete connectivity suite (gateways/SBCs/telephony cards). Sangoma’s products and services are used in leading UC, PBX, IVR, contact center, carrier networks, office productivity, and data communication applications worldwide. Sangoma is also the primary developer and sponsor of Asterisk and FreePBX, the world’s two most widely used open-source communication software projects.Sangoma Technologies Corporation is publicly traded on the TSX Venture Exchange (TSX VENTURE: STC). Additional information on Sangoma can be found at: www.sangoma.com.About Star2StarIn an increasingly complex world, businesses need to simplify how they communicate, collaborate, and seamlessly integrate third-party applications into their operations and processes. Star2Star meets that need with its patented cloud-native collaboration platform designed for modern business.Star2Star has delivered consistently innovative solutions for business communications and collaboration challenges since 2006. Throughout its history, it has demonstrated a commitment to the continuous improvement of cutting-edge technology to anticipate and address the rapidly evolving needs of businesses on the move. The company entered the market in 2007 as one of the limited number of Unified Communications as a Service (“UCaaS”) providers with a cloud platform that combined cloud flexibility with a reliable proprietary network, and the ability to deploy an on-premise voice optimized SD-WAN. Today, Star2Star’s suite of communication and collaboration solutions offers value, reliability, quality, scalability, and the capacity to unify people and processes within an intuitive, cloud-native environment.Star2Star has been named to such prestigious lists as the Deloitte Technology Fast 500, Inc. 500|5000, Omdia Top 10 UCaaS Service Provider, and Forbes Most Promising Companies. Recognition of its pioneering innovation in the cloud market extends to major industry analyst indicators such as inclusion in the Frost Radar North American Hosted IP Telephony and UCaaS Industry reports and the Gartner Magic Quadrant for UCaaS, Worldwide.Cautionary Statement Regarding Forward Looking StatementsThis press release contains forward-looking statements which include, but are not limited to, statements concerning the timing of the Special Meeting, the ability of Sangoma to receive and obtain shareholder approval, the ability of the parties to satisfy, in a timely manner, the conditions to closing of the Acquisition and other statements which are not historical facts. When used in this document, the words such as “could”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “should” and similar expressions indicate forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Forward-looking statements speak only as of the date they are made, and we do not undertake to update these statements other than as required by law. By their nature, forward-looking statements are based on the opinions and estimates of management on the date that the statements are made and involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other events contemplated by the forward-looking statements will not occur or will differ materially from those expected. Such risks and uncertainties include but are not limited to: (i) the failure to complete the Acquisition; (ii) the inability to obtain required consents, permits or approvals, including that of the TSX Venture Exchange or shareholder approval of the Acquisition; (iii) the impact of the recent cyber attack experienced by Sangoma and resulting data breach and (iv) other risk factors as disclosed more fully in the management information circular filed by Sangoma on www.sedar.com. Although Sangoma believes that the expectations represented by such forward-looking statements are reasonable based on the current business environment, there can be no assurance that such expectations will prove to be correct as these expectations are inherently subject to business, economic and competitive uncertainties and contingencies. The forward-looking statements contained in this press release are expressly qualified by this cautionary statement and Sangoma undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change except as required by law.Readers are directed to the Circular and Sangoma’s filings on SEDAR with respect to additional risk factors relating to the Acquisition and the Special Meeting.Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.Contacts Sangoma Technologies Corporation
Chief Financial Officer
(905) 474-1990 Ext. 4107 www.sangoma.com Kingsdale Advisors
North America Toll Free: 1-866-581-1571
Collect Calls Outside North America: 1-416-867-2272