Dentalcorp Gains Support from Proxy Advisors Ahead of Vote

Dentalcorp Holdings Ltd. has received endorsements from two prominent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, recommending that shareholders vote in favor of a proposed arrangement resolution. This endorsement comes ahead of the special meeting scheduled for December 4, 2025, where the arrangement to sell the company will be voted on.

The arrangement involves a newly formed acquisition vehicle controlled by GTCR LLC, which aims to acquire all issued and outstanding subordinate voting shares and multiple voting shares of Dentalcorp for $11.00 per share in cash. Notably, certain shares held by company executives and partner dentists, known as the Rollover Shareholders, will not be included in this transaction.

Details of the Arrangement

The arrangement resolution will be presented for approval at the upcoming Securityholder Meeting, set to take place at 11:00 a.m. Toronto time. This plan excludes shares beneficially owned or controlled by Graham Rosenberg, the company’s Founder and CEO, Nate Tchaplia, the President and CFO, and partner dentists who have opted to roll their shares into the new acquisition structure.

A total of 2,321,558 subordinate voting shares held by partner dentists will be excluded from the minority approval vote required under Multilateral Instrument 61-101. This exclusion accounts for approximately 1.2% of the total subordinate voting shares entitled to vote. When combined with shares owned by Rosenberg and Tchaplia, the total excluded shares rise to 3,675,309, representing about 1.92% of the voting shares.

Board Recommendations and Shareholder Support

The independent directors on the board of Dentalcorp, as well as a special committee formed to evaluate the transaction, have unanimously concluded that the proposed arrangement is fair and in the best interests of shareholders, excluding those participating in the rollover.

In light of these recommendations, the Board urges shareholders to support the arrangement by voting in favor at the upcoming meeting. For any questions or assistance regarding the voting process, shareholders can contact the proxy solicitation agent, Laurel Hill Advisory Group, using the provided contact information.

Dentalcorp, headquartered in Toronto, is recognized as Canada’s largest dental practice network, focusing on enhancing the overall well-being of Canadians through superior clinical outcomes and patient experiences. The company continues to expand its influence in North America by acquiring leading dental practices while maintaining the autonomy of its partner dentists.

As the Securityholder Meeting approaches, the support from ISS and Glass Lewis signifies growing confidence in Dentalcorp’s strategic direction and the anticipated benefits of this acquisition. Stakeholders await the outcome of the vote on December 4, which will determine the future trajectory of the company.