Dentalcorp Announces Receipt of Interim Order and Update Regarding Proposed Acquisition by Investment Funds Affiliated with GTCR

Executive Summary

• The Supreme Court of British Columbia granted Dentalcorp an interim order to call a special securityholder meeting on Dec 4, 2025 to approve the proposed arrangement with GTCR‑affiliated acquisition vehicles.
• L Catterton Investor terminated its rollover agreement and will receive cash at C$11.00 per share for 100% of its Subordinate Voting Shares, totaling approximately C$769.1 million.
• Dentalcorp’s board unanimously recommends shareholders vote FOR the Arrangement; voting support agreements now cover ~60.8% of voting interest.

Key Details

• Interim Court Order: Allows calling and holding of the special meeting (Dec 4, 2025, 11:00 a.m. Toronto time) and addresses procedural matters for the arrangement.
• Transaction Terms: All issued & outstanding Shares (except Rollover Shares or dissent‑right shares) to be acquired at C$11.00 per Share in cash by a GTCR‑controlled vehicle.
• Rollover Agreements: Founder/Chairman Graham Rosenberg and President/CFO Nate Tchaplia will roll 50% and 40% of their Multiple Voting Shares, respectively, into Purchaser Securities at the same C$11.00 per Share price. Partner dentists may also elect to roll.
• L Catterton Investor: Terminates rollover; receives cash for its Subordinate Voting Shares (69,919,445 shares ≈ 36.6% of Subordinate Voting Shares) → C$769,113,895 total cash consideration. Enters amended voting support agreement to vote in favour of the Arrangement.
• Voting Support: Agreements now cover ~60.8% of total voting interest (including irrevocable support for ~56.2%). Commitments expire four months after termination of the arrangement agreement.
• Meeting Logistics: Record date set as Oct 31, 2025; management information circular and related materials to be mailed/SEDAR‑filed around Nov 12, 2025. Virtual webcast link provided.
• Board Recommendation: Unanimous recommendation for shareholders to vote FOR the Arrangement Resolution.
• Early Warning Disclosure (NI 62‑103): L Catterton Investor’s updated early warning report will be filed on SEDAR+.

Notable Quotes

• “The Board unanimously recommends that Dentalcorp securityholders vote FOR the Arrangement Resolution,” – Board of Directors (conflicted directors abstaining).