21:33:22 EST Thu 27 Nov 2025
Enter Symbol
or Name
USA
CA



Dentalcorp Holdings Ltd
Symbol DNTL
Shares Issued 191,262,500
Close 2025-11-27 C$ 10.91
Market Cap C$ 2,086,673,875
Recent Sedar Documents

Dentalcorp special resolution has proxy firm backing

2025-11-27 19:48 ET - News Release

Mr. Nick Xiang reports

DENTALCORP ANNOUNCES THAT LEADING PROXY ADVISORS ISS AND GLASS LEWIS RECOMMEND DENTALCORP SHAREHOLDERS VOTE "FOR" THE ARRANGEMENT AND PROVIDES UPDATE REGARDING PARTNER DENTIST ROLLOVER OPPORTUNITY

Leading independent proxy advisory firms Institutional Shareholder Services Inc. and Glass Lewis & Co. LLC have each recommended that Dentalcorp Holdings Ltd.'s shareholders vote for the special resolution to approve the previously announced proposed plan of arrangement transaction whereby a newly formed acquisition vehicle controlled by GTCR LLC will acquire all of Dentalcorp's issued and outstanding subordinate voting shares and multiple voting shares (other than certain shares owned by Graham Rosenberg, the company's founder, chairman and chief executive officer, Nate Tchaplia, the company's president and chief financial officer, and the company's partner dentists who have elected to roll all or a portion of their subordinate voting shares into the capital structure of a newly formed acquisition vehicle controlled by GTCR that will have direct or indirect ownership of Dentalcorp and any shares in respect of which dissent rights are exercised and not withdrawn) for $11 per share in cash. The arrangement resolution will be considered for approval at the special meeting of securityholders of the company to be held on Dec. 4, 2025, at 11 a.m. Toronto time.

Dentalcorp also announced today that, further to its management information circular dated Nov. 4, 2025, an aggregate of 2,321,558 subordinate voting shares beneficially owned or directly or indirectly controlled or directed by partner dentists of Dentalcorp will be excluded for purposes of the minority approval vote on the arrangement resolution required under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) in connection with the dentist rollover opportunity, being all of the subordinate voting shares beneficially owned or directly or indirectly controlled or directed as of Oct. 31, 2025, the record date for determining Dentalcorp securityholders entitled to receive notice of and to vote at the securityholder meeting, by partner dentists who have expressed an interest in participating in the dentist rollover opportunity. These excluded shares represent approximately 1.2 per cent of the subordinate voting shares entitled to be voted at the securityholder meeting.

Accordingly, together with the subordinate voting shares beneficially owned by Mr. Rosenberg and Mr. Tchaplia as of the record date, which will also be excluded from the minority approval vote, an aggregate of 3,675,309 subordinate voting shares, collectively representing approximately 1.92 per cent of the subordinate voting shares entitled to be voted at the securityholder meeting, will be excluded for the purposes of the minority approval vote. A breakdown of the ownership of excluded shares is as follows.

As of the record date, there were 191,262,500 subordinate voting shares issued and outstanding.

Unanimous board and special committee recommendations

A special committee of independent directors of the board of directors of Dentalcorp and the board with conflicted directors abstaining have both unanimously determined that the arrangement is fair to holders of shares (other than the rollover shareholders) and in the best interests of the company. Acting on the unanimous recommendation of the special committee, the board (with conflicted directors abstaining) has unanimously recommended that Dentalcorp securityholders (other than the rollover shareholders) vote for the arrangement.

Shareholder questions and assistance

If you are a securityholder and have any questions regarding the information contained in the circular or require assistance in completing your form of proxy or voting instruction form, please contact the company's proxy solicitation agent, Laurel Hill Advisory Group, by telephone toll-free in North America at 1-877-452-7184 or outside of North America, by text message at 416-304-0211, or by e-mail at assistance@laurelhill.com.

About Dentalcorp Holdings Ltd.

Dentalcorp is Canada's largest and one of North America's fastest-growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. Dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada's most trusted health care network. Leveraging its industry-leading technology, know-how and scale, Dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth.

We seek Safe Harbor.

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