Sangoma Technologies Corporation (STC) Earnings Call Transcript & Summary

Hello, and welcome to the Special Meeting of Stockholders of Sangoma Technologies Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Bill Wignall. Sir, the floor is yours.

Thank you. Good morning, everyone, and welcome to the special meeting of Sangoma shareholders. I am William Wignall, President and CEO at Sangoma Technologies. And at the meeting today, we have Al Guarino, one of our Directors; and management represented by David Moore, our CFO; and John Tobia, our EVP of Corporate Development and General Counsel. In light of the current COVID-19 public health emergency and to protect the company's employees, shareholders and other stakeholders, today's meeting is being held in a virtual-only format via live audio webcast. At this -- as this meeting is being held virtually, via live webcast, we think it's necessary to set out a few ground rules for the orderly conduct of the meeting. One, questions during the formal part of the meeting, in respect of a motion or procedural matter, can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note that there will be a slight delay in the publication of the communications received. During the formal part of the meeting, guests will not be permitted to ask questions. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. We will conclude our meeting at the end of the formal meeting, and no questions will be needed outside of the formal matters. For the purposes of the meeting today, voting on the matter before the meeting will be conducted by electronic ballot. We will now open the voting for the sole resolution before this meeting, and voting will remain open until shortly after the resolution is presented. The poll will now appear on your screens requesting you to register your votes. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to voting cutoff. We will be following the agenda for the meeting provided to you in your meeting materials. First, we will call the meeting to order and go through some additional procedural matters. Then, we have the matter of business to conduct today, the approval of the acquisition, as more particularly described in our management information circular previously sent to you. I will now call the meeting to order. This meeting has been convened pursuant to the resolutions of the Board of Directors and in accordance with company bylaws. I will act as Chair of this meeting. John Tobia, EVP of Corporate Development and General Counsel for the company, will act as Secretary of the meeting. And I appoint Roxanne Parsaud of Computershare to act as Scrutineer for the meeting. Before commencing with procedural matters, I would like to call upon the Secretary to make a statement concerning today's remarks.

Thank you, Bill. Please note that in the course of today's meeting, the officers or directors of Sangoma, may, in their remarks or in response to questions, make statements which are forward-looking under Canadian securities legislation. Certain material factors and assumptions are applied in making these statements, and there are a number of other factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of Sangoma today. Additional information concerning these factors and assumptions are contained in Sangoma's filings with the Canadian securities regulators, including Sangoma's management information circular filed in connection with this meeting, its annual information form and its management discussion and analysis filed with its annual and interim financial statements. In addition, although guests are most welcome at this meeting, only registered shareholders or duly appointed proxy holders will be entitled to vote on the matter before the meeting or raise any new matters that are proper for the meeting to consider. Unless you are a registered shareholder or duly appointed proxy holder, we are requesting that you refrain from voting or raising any new matters during this meeting. We will permit registered shareholders and duly appointed proxy holders to ask reasonable questions on the matter properly before the meeting. In the event that any person interrupts the meeting -- excuse me. In the event that any person interrupts the meeting, is unruly, disruptive or raises subject matter that is not proper before the meeting, we will ask such individual to leave the meeting so that we may properly conduct the matters on the agenda. We appreciate your cooperation. And in this respect, I will now turn over the meeting to Bill to continue.

Thank you, John. The Secretary has confirmed that notice of this meeting was duly given, as all shareholders should have previously received a copy of this notice of meeting. Accordingly, may I have a motion to dispense with the reading of the notice of meeting.

I so move.

I will second the motion. The Scrutineer has provided me with the preliminary report regarding shareholder attendance at the meeting, and I have been advised by the Scrutineer that the required quorum is present. Accordingly, I declare that the meeting is duly and properly constituted for the transaction of business. Before starting the business of this meeting, I have the following comments on the voting procedure. Each shareholder is entitled to one vote for each share held by that shareholder. We will conduct each vote by way of vote cast on the Lumi platform and to those submitted by proxy. I understand that the Scrutineer has tabulated all the votes received prior to proxy voting cutoff. If you have previously voted, again, you do not need to vote a second time when prompted. By voting again, you would revoke any previous vote made prior to voting cutoff. To facilitate the meeting, I have requested that certain persons make and second the formal motions, and I will call on those persons at the appropriate time. Registered shareholders and duly appointed proxy holders may make comments specific to these motions prior to the vote. The first, and in this case, only item of business is the proposed approval of the resolution approving the arms-length acquisition by Sangoma of all the issued and outstanding shares of StarBlue Inc. and the creation of a new control person as defined in the policies of the TSX Venture Exchange, as described in more detail in our management information circular. May I have a motion for a resolution approving the acquisition resolution as set forth in Appendix A of our management information circular?

I so move for such a resolution.

I will second the motion. Are there any questions or comments on the motion? So Lina, please describe how voting online may be completed by any registered shareholder or duly appointed proxy holder.

Voting should appear on your screen. If you have not yet voted, please select your choice by clicking for or against, as applicable. Your vote will then automatically be recorded.

Thank you. As voting has been enabled for the motion, if a shareholder has not voted yet, please do so now online. You may vote for or against in respect of the approval of the acquisition resolution. We will provide registered shareholders and duly appointed proxy holders approximately another minute or 2 to complete the electronic ballots. [Voting]

Okay. Electronic voting has now closed. And I have been advised by the Scrutineer that the online ballots and proxies deposited for the meeting have been voted in favor of the acquisition resolution. Based upon preliminary results, the acquisition resolution has been approved. We will file on SEDAR shortly the final confirmation of the voting results after Computershare has tabulated the final figures. That concludes the formal business brought before the meeting. I, therefore, declare the meeting to be terminated. I would like to thank you once again for participating in the business of the meeting and for your interest in the company. Thank you, everyone. Operator, you may formally terminate the meeting.

Thank you, sir. Everyone, this concludes the meeting. You may now disconnect, and have a pleasant day.