Proxy Advisors Endorse Dentalcorp’s Acquisition Plan Ahead of Vote

Dentalcorp Holdings Ltd. has received strong endorsements from two leading proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, recommending that shareholders vote in favor of the proposed acquisition plan. This plan involves a newly formed entity controlled by GTCR LLC, which aims to purchase all of Dentalcorp’s subordinate and multiple voting shares for $11.00 per share in cash.

The vote on the Arrangement Resolution will take place during a special meeting of securityholders scheduled for December 4, 2025, at 11:00 a.m. Toronto time. The acquisition is structured to exclude certain shares owned by key individuals, including Graham Rosenberg, the company’s Founder and CEO, and Nate Tchaplia, the President and CFO. Shareholders who opt for a rollover of their shares into the new entity will also be excluded from the vote.

In a detailed announcement, Dentalcorp indicated that 2,321,558 subordinate voting shares held by partner dentists who wish to participate in the rollover will not count towards the minority approval required under Multilateral Instrument 61-101. This exclusion represents approximately 1.2% of the shares eligible to vote at the meeting.

The total number of excluded shares, including those held by Rosenberg and Tchaplia, amounts to 3,675,309 subordinate voting shares, which is around 1.92% of the total shares outstanding as of the record date of October 31, 2025. This is a significant setup for the upcoming vote, as the overall shareholder structure will impact the approval process.

Board’s Unanimous Support

In a collective decision, both the board of directors and a special committee of independent directors have unanimously determined that the acquisition plan is fair and aligns with the company’s best interests, excluding the rollover shareholders. The board has urged other securityholders to support the Arrangement Resolution.

Dentalcorp is recognized as Canada’s largest network of dental practices, focusing on enhancing the well-being of Canadians through superior clinical outcomes. The company’s strategy involves acquiring leading dental practices and providing them with the resources needed to thrive while maintaining their clinical independence.

For shareholders seeking more information or assistance with voting procedures, Dentalcorp has designated the Laurel Hill Advisory Group as its proxy solicitation agent. They can be reached toll-free at 1-877-452-7184 within North America or by international text at 416-304-0211.

Future Outlook

This acquisition plan underscores Dentalcorp’s commitment to growth and innovation within the dental sector. As a leader in the industry, the company aims to strengthen its operational capabilities and expand its market presence through this strategic move.

Notably, forward-looking statements within the company’s announcement highlight the potential uncertainties and risks associated with the transaction. Factors such as approval requirements and market reactions could influence the outcome.

Overall, Dentalcorp’s proactive approach and the backing from key advisory firms position it favorably as it navigates this pivotal moment in its corporate journey.