Telvantis Inc. has entered into a definitive agreement for the sale of its international voice services business, Telvantis Voice Services, Inc., to Spectral Capital Corporation. The transaction involves Spectral Capital acquiring 100% of TVS shares 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 and 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 of the TVS platform, which serves enterprise and carrier customers through scalable telecommunications infrastructure supporting high-volume international voice traffic. This transaction represents a key step in Telvantis's strategic evolution toward strengthening its positioning as a U.S.-based technology and industrial holding company.
The company is increasing its 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 normally, 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., stated that this transaction represents an important milestone in executing the company's strategic roadmap. It allows for accelerated monetization of the international voice services business while sharpening focus on high-growth technology and infrastructure segments in the U.S. market. Daniel Gilcher, Chief Financial Officer, added that the agreement reflects the industrial value built by Telvantis Voice Services over time and supports the objective of strengthening Telvantis's financial profile and strategic positioning.
The strategic implications of this transaction are significant for the telecommunications industry. By divesting its international voice services unit, Telvantis signals a clear pivot toward next-generation wireless technologies and infrastructure, particularly in the competitive 5G space. This move could potentially create a more focused and resilient company better positioned to capitalize on emerging opportunities in U.S. technology markets. For Spectral Capital, the acquisition of TVS provides immediate access to established enterprise and carrier customers with scalable infrastructure for international voice traffic.
The performance-based earn-out structure creates alignment between the two companies, ensuring that Spectral Capital has incentives to maximize the value of the acquired assets. This transaction may signal broader industry trends as telecommunications companies increasingly specialize in specific market segments rather than maintaining diversified portfolios across multiple service areas. The successful completion of this deal could influence how other companies approach strategic repositioning in an evolving telecommunications landscape where infrastructure and technology assets are becoming increasingly valuable. More information about the company can be found at https://www.telvantis.com.
