Vancouver — Dentalcorp Holdings Ltd. (TSX: DNTL), Canada’s largest network of dental practices, said the Supreme Court of British Columbia has granted an interim order to call a special meeting of securityholders on December 4, 2025, at 11:00 a.m. (Toronto time) to consider a proposed arrangement under which funds affiliated with GTCR LLC would acquire the company.
Under the announced transaction, a newly formed acquisition vehicle controlled by GTCR will acquire all issued and outstanding shares of Dentalcorp for C$11.00 per share in cash, other than shares rolled into the purchaser’s capital structure and any shares in respect of which dissent rights are exercised and not withdrawn.
L Catterton exit. LC8 DCC Investment Borrower, L.P. (“L Catterton Investor”) and GTCR have terminated a previously announced rollover agreement. As a result, L Catterton’s entire holding of Subordinate Voting Shares will be bought for C$11.00 per share in cash, and L Catterton will have no ongoing interest in Dentalcorp. It has signed an amended and restated voting support agreement committing to vote in favour of the arrangement.
Management and partner rollovers. Founder, Chairman and CEO Graham Rosenberg and President/CFO Nate Tchaplia will roll 50% and 40%, respectively, of their Multiple Voting Shares and Subordinate Voting Shares into equity in the GTCR-controlled purchaser. Dentalcorp’s partner dentists may also elect to roll all or part of their Subordinate Voting Shares into purchaser securities. All rollovers will be valued at C$11.00 per share, matching the cash offer.
Voting support and control stakes. Certain directors, officers and shareholders — including Rosenberg, Tchaplia and L Catterton — hold 100% of the Multiple Voting Shares, 43.9% of the Subordinate Voting Shares, and 60.8% of the voting interest in Dentalcorp. These parties have entered voting support agreements; Rosenberg, Tchaplia and L Catterton’s agreements are irrevocable and include commitments that expire four months after termination of the arrangement agreement, if applicable.
The Securityholder Meeting will vote on the Arrangement Resolution under Division 5 of Part 9 of the British Columbia Business Corporations Act. For the arrangement to proceed, it must receive:
at least 66⅔% of votes cast by Company shareholders voting together as a single class (Multiple Voting Shares = 10 votes each; Subordinate Voting Shares = 1 vote each);
at least 66⅔% of votes cast by Company securityholders voting together as a single class — including one vote per Subordinate Voting Share underlying options, RSUs and PSUs;
a majority of votes cast by holders of Subordinate Voting Shares;
a majority of votes cast by holders of Multiple Voting Shares; and
a majority of votes cast by holders of Subordinate Voting Shares excluding votes attributable to Rollover Shareholders and other shares required to be excluded under Multilateral Instrument 61-101.
The company said the interim court order also addresses procedural matters governing the conduct of the Securityholder Meeting.
