Telvantis Inc. (OTC: RDAR) announced Monday it has entered a definitive agreement to sell its wholly owned subsidiary, Telvantis Voice Services, Inc. (TVS), to Spectral Capital Corporation in a stock-for-stock exchange structured as a tax-free reorganization under Section 368(a)(1)(B) of the U.S. Internal Revenue Code. The transaction, detailed in a press release on NewMediaWire, includes shares issued at closing plus performance-based earn-out shares tied to revenue and profitability milestones for fiscal year 2026.
The divestiture marks a pivotal step in Telvantis’ strategic evolution from a telecommunications operator toward a technology and industrial holding company with intensified focus on wireless and 5G infrastructure, as well as incubation and growth of related technology assets. By shedding its largest operating entity, Telvantis aims to sharpen its portfolio and unlock shareholder value while pursuing high-growth segments in the U.S. market.
Under the earn-out structure, TVS’s management will be incentivized to meet measurable operating targets, including consolidated revenue and profitability thresholds, aligning long-term incentives with performance. The milestones reflect the scale and industrial relevance of the TVS platform, which serves enterprise and carrier customers through scalable infrastructure capable of handling high-volume international voice traffic, according to the company.
Pending closing, TVS will continue normal business operations, ensuring continuity of management and commercial activity. The transaction is expected to close by the end of December 2025, subject to customary conditions and approvals. Daniel Contreras, CEO of Telvantis, called the deal “an important milestone in the execution of our strategic roadmap,” adding that it “allows us to accelerate the monetization of our international voice services business while sharpening our focus on high-growth technology and infrastructure segments in the U.S. market.”
CFO Daniel Gilcher emphasized that the agreement “reflects the industrial value built by Telvantis Voice Services over time” and supports the objective of “strengthening Telvantis’ financial profile and strategic positioning, creating a more focused and resilient company with significant growth opportunities ahead.” Telvantis, based in Miami Beach, Florida, is a U.S.-based telecommunications company delivering solutions to operators, enterprises, and network providers worldwide. Through recent acquisitions and international operations in the U.S. and Ireland, the company has expanded its portfolio to include international voice services, cloud-based communications platforms, and enterprise-grade solutions. The company is now pursuing a strategic transition toward next-generation wireless, 5G infrastructure, and technology-driven industrial assets.
The forward-looking statements in the release caution that actual results may differ materially due to market conditions, competitive dynamics, and successful completion of the transaction. The company undertakes no obligation to update these statements except as required by law.
