Uniserve signs LOI for Ontario managed service provider

Executive Summary

• Uniserve Communications Corp. has entered into a Letter of Intent (LOI) to acquire the shares and/or assets of an Ontario-based managed service provider (MSP) to expand its operations and data center portfolio in Eastern Canada.
• The transaction is expected to generate approximately $5.5 million in top-line sales and $1.5 million in EBITDA, supporting the growth of Uniserve's recurring-revenue service offerings.
• The total purchase price is expected to be $6.5 million, structured as a mix of cash, equity, and convertible debt, subject to definitive agreement, due diligence, and regulatory approvals.

Key Details

• Transaction Structure: Letter of Intent dated August 18, 2025, to acquire shares and/or assets of an Ontario-based MSP.
• Target Profile: The MSP provides secure data center, Internet, structured cabling, and value-added reseller services.
• Financial Impact: Expected to bring $5.5 million in top-line sales and $1.5 million in EBITDA.
• Purchase Price: Total expected consideration of $6.5 million, paid as follows:
  • $2.5 million in cash.
  • $2.0 million via issuance of Uniserve common shares at no less than $0.60 per share.
  • $2.0 million via a 50% convertible note expiring three years from closing.
• Convertible Note Terms:
  • Conversion price: $0.75 per share in Year 1, $1.00 per share in Year 2, and $1.25 per share thereafter until expiration.
  • Interest rate: 7% per annum, calculated and paid monthly.
• Debt Assumption: The company will not assume any long-term debt of the MSP.
• Related Party 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 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 strengthen our datacenter portfolio by allowing us to provide service in Eastern Canada. This acquisition will further support the growth of Uniserve's recurring-revenue-based service offerings and consolidate our ability to provide these services in Ontario." — Kwin Grauer, Interim CEO