Sangoma Enters Into Definitive Agreement to Acquire Star2Star

MARKHAM, Ontario, Jan. 29, 2021 (GLOBE NEWSWIRE) -- Sangoma Technologies Corporation (“Sangoma”) (TSXV: STC), a trusted leader in delivering cloud-based Communications-as-a-Service (“CaaS”) solutions, today announced it has entered into a stock purchase agreement dated January 29, 2021 (the “Agreement”) to acquire StarBlue Inc. (dba Star2Star Communications, herein “Star2Star”). This acquisition represents a transformational milestone for Sangoma and positions it in the upper echelon of the industry’s leading companies.

Pursuant to the Agreement, Sangoma will acquire Star2Star (the “Acquisition”) for approximately US$437 million, consisting of US$105 million in cash and 110 million common shares of Sangoma. The transaction will be subject to approval by Sangoma shareholders at a special meeting of shareholders expected to be held in late March or early April 2021 (the “Special Meeting”), with closing expected to occur shortly thereafter.

“Customers today are demanding an integrated buying experience for all their communications needs and the combination of Sangoma and Star2Star will satisfy that need with the broadest set of cloud-native CaaS and related solutions in the industry,” said Bill Wignall, President and CEO of Sangoma. “This transaction ensures we can meet any customer’s preference, be it for purely cloud solutions, or for on-premise deployments, or a hybrid combination, all the way from small businesses to large enterprises. For many years, we have consciously pursued a strategy to transform Sangoma from a product business to one of the communications industry’s leading SaaS companies. This deal is incredibly exciting not only because it will generate scale in a growing, consolidating space, but also because by combining with Star2Star we will have completed our long-term evolution into a leading cloud services company, one with annual revenue approaching $250 million.”

Star2Star, based in Sarasota, Florida, is a privately-held leading provider of full-spectrum, internally developed, cloud-native communications services delivered via a high availability, multi-tenant platform. Star2Star targets the highest value market segments in business communications, including mid-market and enterprise size customers, through solutions that enable digital transformation. Star2Star's offerings include a comprehensive suite of voice, contact center, collaboration, integration, video meetings, Communications Platform as a Service (CPaaS), and Desktop as a Service solutions that work on any device from PC's to desk phones to mobile softphones, all accessible from anywhere. For the trailing twelve months ended September 30, 2020, Star2Star generated approximately $107 million of revenue (US$79.4 million) on an unaudited basis and in accordance with U.S. GAAP, over 80% of which was recurring. Over the same period, and on the same basis, Star2Star produced over $19 million of adjusted EBITDA (US$14.7 million) and adjusted net income of $3.5 million (US$2.6 million). As of September 30, 2020, Star2Star had total assets of $46.9 million (US$35.2 million) and liabilities of $80.9 million (US$60.6 million).

“We are thrilled to combine forces with Sangoma because we have so many complementary strengths,” said Norman Worthington, founder and CEO at Star2Star.   “Sangoma was the perfect fit for us because they identified and appreciated our talented team, loyal customers and unique go to market approach. Star2Star has a differentiated channel approach, employing over 650 active partners across multiple types of channels, from resellers and interconnects, to managed services providers and enterprise technology partners to wholesale and white label distributors. Finally, I’ve come to genuinely appreciate Bill’s vision for our combined companies. We share a view on how to profitably grow in this exciting market, a viewpoint that’s unique in our industry.”

Compelling Strategic and Financial Rationale

Creates the Necessary Scale and Establishes Sangoma as a Top-Tier Cloud Communications Company: the combined company will have a global presence with over $245 million in revenue (trailing twelve-months as of September 30, 2020) which is increasingly important in an environment of consolidation.

Results in the Industry’s Most Complete, Fully-integrated Suite of Cloud Communications Solutions: a full-spectrum offering is now available to meet customers’ growing demand for a ‘one-stop-shop’ solution for all unified communications needs in multiple deployment environments, including on-premise, cloud, and hybrid.

Highly Attractive Financial Profile with Complementary Corporate Strategies: adds approximately $107 million of high-quality, mostly high-margin annual recurring revenue from Star2Star with a compelling adjusted EBITDA profile. A combined top-line revenue of over $245 million ranks Sangoma in the upper-echelon of publicly traded peers with the additional benefit of profitability, unlike many competitors.

Completes Sangoma’s Long-term Evolution from a Product Company to a Cloud Services/SaaS Business: Sangoma has now transitioned from a pureplay, one-time sales hardware company, to a software and services business with a recurring revenue model. Pro-forma recurring services revenue would account for approximately 70% of total revenue (trailing twelve-months as of September 30, 2020), positioning Sangoma amongst its top-tier peers.

Unique, Differentiated Go-To-Market Approaches: the combined company’s sales channels represent the widest, most differentiated types of channels relative to peers and will build upon Star2Star’s presence and renowned reputation amongst channel partners and wholesale partners. Furthermore, Star2Star has a strong foothold in the rapidly growing, but underpenetrated, mid-market and enterprise customer segments, enabling Sangoma to capture the entire customer spectrum.

International Opportunity to Expand Cloud Solutions to Less Penetrated Regions: while Star2Star has focused exclusively on the U.S. market, the combination will enable Sangoma to deploy Star2Star’s cloud solutions to its global customer base in over 100 countries, where cloud native solutions are relatively under penetrated and less competitive.

Combination of Two Exceptional Management Teams with Deep Sector Expertise: both teams exhibit cultural alignment and combine decades of experience in the unified communications industry, which will serve as a strategic competitive advantage going forward.        

Transaction Details

Under the terms of the agreement, Sangoma will pay to shareholders of Star2Star an amount equal to US$105 million in cash upon closing, subject to certain adjustments set out in the Agreement. In addition, Star2Star shareholders will receive 110 million common shares of Sangoma, with 22 million shares issued at closing, and the remainder to be issued in instalments commencing on April 1, 2022 and continuing for the next 14 quarters.

Based on the closing price of Sangoma’s common shares on the TSX Venture Exchange (the “Exchange”) as of January 28, 2021, the share consideration issuable to the shareholders of Star2Star would be valued at approximately US$332 million, which on a debt-free and cash-free basis, and subject to customary net working capital adjustments, results in a purchase price of approximately US$437 million.  

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 Exchange and pursuant to those policies, the Acquisition is subject to the approval of shareholders at the Special Meeting. Also pursuant to the policies of the Exchange, the Acquisition is a “Reviewable Transaction” and according to such policies, the common shares of Sangoma will be halted from trading on the Exchange pending receipt and review by the Exchange of acceptable documentation regarding the Acquisition.

The cash portion of the purchase price will be funded through a combination of cash on hand and an extension of Sangoma’s existing credit facility with its current lenders.

On a trailing twelve-month basis as of September 30, 2020, the two companies would have combined revenues of approximately $245 million, with over 70% of that being recurring, gross margins exceeding 70%, and adjusted EBITDA of approximately $44 million.

Pro-Forma Capital Structure

Upon closing of the Acquisition, Sangoma expects to have approximately $101 million of debt and 133,487,735 common shares outstanding, of which Star2StarHoldings LLC will own approximately 16.5 million shares representing approximately 12% of Sangoma’s issued and outstanding shares. Including all common shares that will be issued pursuant to a scheduled deferred instalment release, Sangoma will have 221,487,735 common shares outstanding, of which Norman Worthington will own directly or indirectly, approximately 25% on a pro-forma basic share count basis.

Leadership & Governance

Bill Wignall will remain as President and CEO of Sangoma upon closing of the Acquisition. The resulting Sangoma board of directors (the “Board”) shall consist of five directors, with Norman Worthington becoming Chairman of Sangoma and with NewSpring Capital, an institutional investor in Star2Star, entitled to appoint one member to Sangoma’s Board.

Board of Directors’ Approval and Recommendation

After careful consideration, Sangoma’s Board has unanimously approved the Agreement and Acquisition after consultation with its financial and legal advisors and unanimously recommends that its shareholders vote in favour of the Acquisition and the resulting creation of a new Control Person. The recommendation of Sangoma’s Board is based on various factors that will be described more fully in the management information circular (the “Circular”) to be delivered to Sangoma shareholders in connection with the Special Meeting.

INFOR Financial Inc. provided a fairness opinion to the Board of Sangoma on January 29, 2021, stating that, as of the date of such opinion and based upon the scope of review and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration to be paid is fair, from a financial point of view, to Sangoma shareholders.

Timing and Closing

Full details of the Acquisition will be included in the Circular which is expected to be mailed to Sangoma shareholders in late February or early March 2021. The completion of the Acquisition will be subject to (a) the approval of a majority of the votes cast by Sangoma shareholders at the Special Meeting which is expected to be held near the end of March 2021 or early April 2021, (b) Exchange approval and (c) other customary closing conditions.

As previously stated, the Acquisition is expected to close shortly after the Special Meeting, following the receipt of such approvals and satisfaction or waiver of all closing conditions.

Advisors

INFOR Financial Inc. is serving as financial advisor to Sangoma and Bryan Cave Leighton Paisner LLP and Wildeboer Dellelce LLP are acting as U.S. and Canadian legal counsel, respectively, to Sangoma. Q Advisors LLC is serving as financial advisor to Star2Star and Troutman Pepper Hamilton Sanders LLP and Goodmans LLP are acting as U.S. and Canadian legal counsel, respectively, to Star2Star.

Conference Call Information

Management will discuss this acquisition more fully on a conference call at 11:00 am EST, Friday, January 29, 2021. The dial-in number for the call is 1-800-319-4610 (International 1-604-638-5340) and participants are requested to dial in 5 to 10 minutes before the scheduled start time and ask to join the Sangoma call.

Starting on Monday, February 1, 2021 the conference call will be archived for 30 days along with a supplemental presentation on the Investor Relations section of Sangoma’s website at www.sangoma.com.

About Sangoma Technologies Corporation

Sangoma 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 Star2Star

In an increasingly complex world, businesses need to simplify the way 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 the modern enterprise that extends the company's record of success in maintaining a 99.4% customer retention rate.

Star2Star has delivered consistently innovative solutions to enterprise communication and collaboration challenges since 2006. Throughout its history, it has demonstrated a commitment to the continuous upgrading of cutting-edge technology to anticipate and address rapidly evolving enterprise needs. The company entered the market as the only UCaaS provider with an on-premises cloud platform that combined cloud flexibility with an ultra-reliable proprietary network. Today, its suite of enterprise communication and collaboration solutions offers unparalleled value, reliability, quality, scalability, and 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 enterprise cloud market extends to major industry analyst indicators such as inclusion in the Frost Radar North American Hosted IP Telephony and UCaaS Industry reports.

Cautionary Statement Regarding Forward Looking Statements

This press release contains forward-looking statements, including statements concerning the combined financial performance of Sangoma and Star2Star, estimates of future revenue, adjusted EBITDA, debt, expected expenditures, expected future production and cash flows, other statements which are not historical facts, the future success of our business, development strategies and future opportunities. Forward-looking statements include, but are not limited to, statements concerning estimates of future revenue, expected expenditures, expected future production and cash flows, 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 outcome of our ongoing investigation, including our discovery of additional information relating to the recent cyber attack experienced by Sangoma and resulting data breach, (ii) the potential loss of stakeholder confidence in Sangoma’s ability to protect their information because of the attack, and the adverse impact such loss of confidence may have on sales, (iii) costs related to our investigation and any resulting liabilities, (iv) our ability to recover any proceeds under our insurance policies, and (v) costs related to and the effectiveness of our mitigation and remediation efforts. 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. Some of the risks and other factors which could cause results to differ materially from those expressed in the forward-looking statements contained in the management’s discussion and analysis include, but are not limited to changes in exchange rate between the Canadian Dollar and other currencies, the variability of sales between one reporting period and the next, changes in technology, changes in the business climate in one or more of the countries that Sangoma operates in, changes in the regulatory environment, the rate of adoption of Sangoma’s products in new markets, the decline in the importance of the PSTN and new competitive pressures. 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 Sangoma’s filings on SEDAR with respect to Management’s Discussion and Analysis of Financial Results for the basis of Sangoma’s reconciliation of EBITDA to net income as calculated under IFRS.

The financial information presented in this press release with respect to Star2Star were derived from the interim reviewed financial statements of Star2Star that were prepared under US GAAP.

This press release contains references to certain non-IFRS and non-US GAAP financial measures such as adjusted EBITDA. Non-IFRS and non-US GAAP financial measures are used by management to evaluate the performance of Sangoma and do not have any meaning prescribed by IFRS or US GAAP and therefore may not be comparable to similar measures presented by other reporting issuers. “EBITDA” means earnings before interest, income taxes, depreciation, amortization and one-time charges. EBITDA is a measure used by many investors to compare issuers on the basis of their ability to generate cash from operations.

The following table reconciles the adjusted EBITDA for Star2Star cited above to the US GAAP Net Income for the trailing twelve-month period ended September 30, 2020:

Currencies

Unless otherwise noted, all dollar amounts stated herein refer to Canadian dollars. Where applicable and stated in U.S. dollars, the following rates have been utilized: USD/CAD 1.2810 for January 28, 2021 and USD/CAD 1.3452 for the twelve-month period ended September 30, 2020.

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.