Dentalcorp to be Acquired by GTCR in C$2.2 Billion All-Cash Deal

DSO Spotlight

Dentalcorp Holdings Ltd. (TSX: DNTL), Canada’s largest dental services organization, announced today that it has entered into a definitive agreement to be acquired by funds affiliated with GTCR LLC, a private equity firm. The transaction values Dentalcorp at approximately C$2.2 billion in equity and C$3.3 billion on an enterprise basis.

Under the terms of the agreement, shareholders will receive C$11.00 in cash per share, representing a 33% premium to Dentalcorp’s 20-day volume weighted average price (VWAP) as of September 25, 2025.

Dentalcorp has 575+ locations, 10,6000+ team members, and 5.6 million+ annual patient visits.

A Premium Offer for Shareholders

“This Transaction affirms the significant value inherent in our business and provides our shareholders with immediate and attractive cash consideration at a significant premium,” said Graham Rosenberg, Founder, Chairman and CEO of Dentalcorp. “GTCR’s proven track record in healthcare and its commitment to supporting management teams aligns perfectly with our vision for continued growth. As a private company, Dentalcorp will benefit from enhanced flexibility to execute our long-term strategy, invest in technology and professional development, and continue expanding our network of leading dental practices across Canada.”

GTCR emphasized the strength of Dentalcorp’s model. “We are excited to partner with Graham, Nate, and the exceptional Dentalcorp team on the next phase for Canada’s leading dental services organization,” said John D. Kos, Managing Director at GTCR. “Dentalcorp has an impressive tech-enabled platform and a unique service offering, which makes them the partner of choice for leading dental practices and patients alike across Canada. We look forward to leveraging GTCR’s long history of investing in healthcare and multi-site healthcare services businesses to support Dentalcorp’s continued focus on delivering clinical excellence and expanding its network.”

Strong Shareholder Support

The deal has already secured significant backing. Shareholders representing approximately 60.8% of the company’s voting interest, including its two largest shareholders, have signed agreements to support the transaction. Rosenberg and President and CFO Nate Tchaplia will roll a substantial portion of their holdings into equity in the new private structure and remain in their leadership roles after closing.

Maintaining Leadership and Strategy

Following completion, Rosenberg will continue as Chairman and CEO, while Tchaplia will remain President and CFO. The rest of the leadership team is also expected to stay in place.

The company stressed that private ownership will allow for greater investment in technology, patient care infrastructure, and professional development, while maintaining its focus on clinical excellence and dentist autonomy.

Terms and Approvals

The all-cash offer of C$11.00 per share is above both Dentalcorp’s recent trading price and its 52-week high. The transaction requires approval from shareholders, including a majority vote excluding rollover shareholders, as well as approval from the Supreme Court of British Columbia. It is expected to close in the first quarter of 2026, pending regulatory and court approvals.

If approved, Dentalcorp’s shares will be delisted from the Toronto Stock Exchange, and the company will no longer be a reporting issuer.

Highlights

• Shareholders to receive C$11.00 in cash per share, a premium of approximately 33% to both the closing price and 20-trading day VWAP on the TSX, respectively, as of September 25, 2025.
• Compelling offer delivers certainty of value and liquidity to Shareholders.
• GTCR’s extensive healthcare services experience and resources put it in a strong position to assist Dentalcorp in executing its long-term growth strategy.
• Certain directors, executive officers and Shareholders who together represent a 60.8% voting interest have agreed to support the Transaction, with Dentalcorp Shareholders, including its two largest Shareholders, who together maintain an approximate 56.2% voting interest, having entered into irrevocable voting support agreements to vote in favour of the Transaction.
• As a condition to the Transaction, the Company’s Founder, Chairman and CEO, and President and CFO will each roll a significant portion of their holdings into equity in the post-closing capital structure, and will continue in their leadership roles post-closing.
• The Transaction has been unanimously recommended by an independent committee of Dentalcorp’s Board, and Dentalcorp’s Board (with conflicted directors abstaining) unanimously recommends that Dentalcorp securityholders (other than the Rollover Shareholders) vote in favour of the Transaction.

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