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Uniserve Closes Acquisition of Business of Megawire Inc.

(TheNewswire)     Vancouver, BC: December 23, 2025  – TheNewswire - ...

articleUniserve Communications CorporationDecember 23, 20253/company/uniserve-communications-corp/news/uniserve-closes-acquisition-of-business-of-megawire-inc
Uniserve Closes Acquisition of Business of Megawire Inc.

About this update from Uniserve Communications Corporation

[{"type":"text","content":"Uniserve Closes Acquisition of Business of Megawire Inc.\n(TheNewswire)\n\n\n \n \n\n\nVancouver, BC: December 23, 2025\n – TheNewswire -\nUniserve Communications Corporation (the\n“Company” or “Uniserve”) (TSXV: USS), a provider of managed\nIT, ISP, cloud, and data centre services, is pleased to announce that\nit has closed its transaction (the “Transaction”) to acquire all\nof the business, assets and undertaking of Megawire Inc.\n(“Megawire”). \n\n\n \n\n\nMegawire is a full-service Managed IT services\nprovider. It services all of Ontario and the rest of Canada and the US\nvirtually. They provide IT infrastructure assessments, network\nsecurity audits, cloud computing solutions and data centre services,\nstructured cabling and IT support and security for businesses of all\nsizes and industries.\n\n\n \n\n\nThe total purchase price paid by Uniserve under the\nTransaction was $6,500,000, as follows:\n\n\n \n\n\n\nPursuant to an Asset Purchase Agreement (the\n“Megawire APA”) dated as of November 19, 2025 between Uniserve and\nMegawire, Uniserve issued an aggregate of 3,431,961common shares of\nUniserve (each, a “Uniserve Share”) at a price of $0.5828 per\nUniserve Share (representing an aggregate purchase price of\n$2,000,000) to acquire all of Megawire’s assets. The Uniserve Shares are subject to\na four month hold period expiring April 23, 2026, pursuant to\napplicable securities laws and the policies of the TSX Venture\nExchange (the “TSXV”). 2,573,971 of the Uniserve Shares were\nissued to Megawire directly, and the remaining 857,990 Uniserve Shares\nare held in escrow and will be released in accordance with the terms\nof the Megawire APA upon completion of any gross margin purchase price\nadjustments thereunder. Pursuant to the Megawire APA, six months\nfollowing closing the Transaction Uniserve will calculate the\npost-closing gross margin benchmark.  If the post-closing margin\nbenchmark is less than the closing margin benchmark stipulated in the\nMegawire APA by more than 7%, then the purchase price payable under\nthe Megawire APA will be reduced by the amount that such difference\nexceeds 7% (the “Margin Difference”) and the number of escrowed\nUniserve Sh...

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