Telvantis Divests Voice Services Unit in Strategic Shift Toward 5G and Technology Assets

The transaction provides for the acquisition by Spectral Capital of 100% of the issued and outstanding shares of Telvantis Voice Services, Inc. through a stock-for-stock exchange, structured to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the U.S. Internal Revenue Code. Consideration includes shares issued at closing as well as performance-based earn-out shares linked to revenue and profitability milestones for the 2026 financial year. The earn-out structure is based on measurable operating targets, including consolidated revenue and profitability thresholds, and is designed to align long-term incentives with operating performance. These milestones reflect the scale and industrial relevance of the TVS platform, which serves enterprise and carrier customers through a scalable telecommunications infrastructure capable of supporting high-volume international voice traffic.

The transaction represents a key step in Telvantis’ strategic evolution toward strengthening its positioning as a U.S.-based technology and industrial holding company, with an increased focus on wireless and 5G infrastructure, as well as the incubation, acquisition, operation and growth of related technology assets. The divestment of its largest operating entity supports this strategic repositioning while providing a potential path to value realization for shareholders. Pending closing, Telvantis Voice Services will continue to operate in the ordinary course of business, ensuring full continuity of operations, management and commercial activity. The transaction is expected to close by the end of December 2025, subject to customary closing conditions and approvals.

Daniel Contreras, Chief Executive Officer of Telvantis Inc., commented that this transaction represents an important milestone in the execution of the company's strategic roadmap. It allows the acceleration of the monetization of the international voice services business while sharpening the focus on high-growth technology and infrastructure segments in the U.S. market. Daniel Gilcher, Chief Financial Officer of Telvantis Inc., added that the agreement reflects the industrial value built by Telvantis Voice Services over time. At the same time, it supports the objective of strengthening Telvantis’ financial profile and strategic positioning, creating a more focused and resilient company with significant growth opportunities ahead.

This strategic move is significant as it signals a major corporate transformation for Telvantis, shifting away from its established international voice services operation to bet on the future of U.S. telecommunications infrastructure. The deal structure, particularly the earn-out component tied to 2026 performance, transfers future operational risk and reward to Spectral Capital while allowing Telvantis shareholders to potentially benefit from the continued success of the divested business. For the broader market, this transaction highlights the ongoing consolidation and strategic realignment within the telecommunications sector, as companies position themselves for the capital-intensive rollout of next-generation networks like 5G. The focus on becoming a technology and industrial holding company suggests Telvantis may pursue further acquisitions or investments in complementary assets, reshaping its business model entirely. The continuity of operations for TVS customers is crucial, as any disruption could affect enterprise and carrier clients relying on its infrastructure for international voice traffic, underscoring the industrial importance of the platform being transferred.