Dentalcorp Gains Support from Proxy Advisors for Acquisition Deal

Dentalcorp Holdings Ltd. announced that leading independent proxy advisory firms, Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. LLC, have both recommended that shareholders vote in favor of a significant acquisition deal. This recommendation comes ahead of the special meeting scheduled for December 4, 2025, where shareholders will decide on the proposed arrangement involving a newly formed acquisition vehicle controlled by GTCR LLC.

The deal entails GTCR acquiring all of Dentalcorp’s issued subordinate voting shares and multiple voting shares for $11.00 per share. The arrangement notably excludes shares held by key personnel, including Graham Rosenberg, the Company’s Founder and CEO, and Nate Tchaplia, the President and CFO, as well as certain partner dentists who have opted to roll over their shares into the new entity.

This transaction reflects a significant shift for Dentalcorp, which is Canada’s largest network of dental practices. The company aims to enhance its growth trajectory and unify its practices under a shared vision of providing superior healthcare services.

As part of the preparation for the upcoming meeting, Dentalcorp revealed that approximately 2,321,558 subordinate voting shares owned by partner dentists will be excluded from the minority approval vote necessary under Multilateral Instrument 61-101. This exclusion accounts for roughly 1.2% of all subordinate voting shares entitled to vote at the Securityholder Meeting. When combined with shares held by Rosenberg and Tchaplia, the total excluded from the minority approval vote reaches 3,675,309 shares, or approximately 1.92% of the total shares.

The Board of Directors at Dentalcorp, along with a special committee of independent directors, has unanimously recommended that shareholders vote for the arrangement. Both bodies concluded that the proposed transaction is fair and in the best interests of shareholders, excluding the rollover participants.

For shareholders seeking clarification or assistance regarding the upcoming vote, Dentalcorp has designated Laurel Hill Advisory Group as its proxy solicitation agent. They can be contacted via telephone or email for support.

Dentalcorp, headquartered in Toronto, Ontario, is committed to advancing the overall well-being of Canadians through high-quality dental care. The company combines leading technology and expertise to empower dental professionals while retaining their clinical autonomy.

As the special meeting approaches, stakeholders will be closely monitoring the outcome, which could significantly influence the future direction of Dentalcorp and its role in the healthcare sector. The company continues to emphasize that all forward-looking statements regarding this transaction are subject to various risks and uncertainties, which may affect actual results.

For further information, shareholders can visit [dentalcorp.ca](http://dentalcorp.ca) or contact the company directly.