Uniserve to acquire Ontario managed service provider

Executive Summary

• Uniserve Communications Corp. has entered into a letter of intent to acquire an Ontario-based managed service provider (MSP) to expand its digital infrastructure platform and recurring revenue base.
• The transaction is expected to close with a purchase price of $1.3 million, consisting of $1 million in cash and a $300,000 convertible note.
• The acquisition is projected to add approximately $2.1 million in top-line sales and $600,000 in expected EBITDA, along with skilled talent, to the organization.

Key Details

• Transaction Structure: Letter of Intent dated Feb. 19, 2026, to acquire shares and/or assets of an Ontario-based MSP providing security, value-added reseller, and traditional managed IT services.
• Purchase Price: Total expected consideration of $1.3 million.
  • Cash Component: $1 million payable at closing.
  • Convertible Note: $300,000 payable at closing, expiring three years from the date of closing.
    • Interest: Accrues at 7% per annum, calculated and paid monthly.
    • Conversion Terms: Convertible into common shares at $0.80/share (Year 1), $0.90/share (Year 2), and $1.00/share (Year 3) until expiration.
• Financial Impact: Expected to bring ~$2.1 million in top-line sales and ~$600,000 in expected EBITDA.
• Debt Assumption: The company will not assume any long-term debt of the MSP.
• Counterparty Status: The MSP and its shareholders are arm's length to the company.
• Fees and Control: No finders' fees will be paid; the transaction will not result in a change of control.
• Conditions Precedent: Execution of a definitive agreement within 30 days, completion of further due diligence, final approval by the Board of Directors, and approval by the TSX Venture Exchange.

Notable Quotes

• "The acquisition of this MSP will further enhance the depth of services that Uniserve will deliver and continue to enhance our Ontario operations and will further support the growth of Uniserve's recurring revenue-based service offerings and consolidate our ability to provide these services in Ontario. As Canadian businesses continue their digital transformations, we are working to build our future ready digital infrastructure to help these businesses navigate this challenging landscape. We expect this acquisition to bring approximately $2.1-million in top-line sales, expected EBITDA of $600,000 and critically skilled talent to the organization," — Kwin Grauer, Interim Chief Executive Officer.