Dentalcorp To Be Acquired By Investment Funds Affiliated With GTCR In C$2.2 Bln All-cash Deal

(RTTNews) - dentalcorp Holdings Ltd. (DNTL.TO), Canada's largest networks of dental practices, announced Friday that it has entered into a definitive arrangement agreement to be acquired by funds affiliated with GTCR LLC, in an all-cash transaction that values Dentalcorp at approximately C$2.2 billion on an equity value basis and C$3.3 billion on an enterprise value basis.

The transaction has the support of each of the Company's Founder, Chairman and CEO, Graham Rosenberg, the Company's President and CFO, Nate Tchaplia, and LC8 DCC Investment Borrower, L.P. Rosenberg and Nate Tchaplia have agreed to roll 50.0% and 40.0% of their shares, respectively, into the capital structure of the Purchaser.

A newly-formed acquisition vehicle controlled by funds affiliated with GTCR will acquire all of the outstanding subordinate voting shares and multiple voting shares of the Company, other than the Rollover Shares, for C$11.00 per share in cash.

The Purchase Price represents a premium of approximately 33% to both the closing price of the Subordinate Voting Shares on the TSX as of September 25, 2025, being the last trading day prior to announcement. Dentalcorp intends to pay its previously declared dividend of C$0.025 per Share, payable on October 21, 2025. Under the Arrangement Agreement, Dentalcorp is permitted to pay a fourth quarter cash dividend of no more than C$0.025 per Share, provided that the record date for such dividend is on or after January 16, 2026.

The Company entered into the Arrangement Agreement based on the unanimous approval of the Board, with conflicted directors abstaining, following the unanimous recommendation of a committee of independent directors. The Special Committee and the Board had each determined that the Transaction is fair to the holders of the Shares and is in the best interests of the Company.

The Arrangement Agreement was the result of a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee, who was advised by independent and highly qualified legal and financial advisors.

Assuming the timely receipt of all required approvals, the Transaction is expected to close during the first quarter of 2026.

Rosenberg will remain Dentalcorp's Chairman and CEO, and Tchaplia will remain Dentalcorp's President and CFO. The rest of Dentalcorp's current leadership team is also expected to continue in their current roles following the completion of the Transaction.