Dentalcorp Announces that Leading Proxy Advisors ISS and Glass Lewis Recommend Dentalcorp Shareholders Vote "FOR" the Arrangement and Provides Update Regarding Partner Dentist Rollover Opportunity

Executive Summary

• Dentalcorp Holdings Ltd. announced that proxy advisory firms ISS and Glass Lewis recommend securityholders vote FOR the special resolution approving its proposed plan of arrangement with GTCR LLC, under which GTCR will acquire all outstanding shares at $11.00 per share in cash.
• The Board and a special committee of independent directors have unanimously determined the Arrangement is fair to non‑rollover shareholders and are also recommending a FOR vote.
• Approximately 1.92% of Subordinate Voting Shares (3,675,309 shares) will be excluded from the “minority approval” vote, including shares held by founder/CEO Graham Rosenberg, President/CFO Nate Tchaplia, and partner dentists participating in a rollover.

Key Details

• Transaction Terms: GTCR‑controlled acquisition vehicle to purchase all Dentalcorp Subordinate Voting Shares and Multiple Voting Shares for $11.00 per share in cash.
• Shareholder Meeting: Special meeting scheduled for December 4, 2025 at 11:00 a.m. (Toronto time); voting deadline is December 2, 2025 at 11:00 a.m.
• Proxy Recommendations: Both Institutional Shareholder Services Inc. and Glass Lewis & Co., LLC have issued a FOR recommendation on the Arrangement Resolution.
• Board/Committee Stance: Unanimous recommendations from the Board (conflicted directors abstaining) and an independent special committee that the Arrangement is fair to non‑rollover shareholders.
• Excluded Shares for Minority Vote:
• Graham Rosenberg – 66,074 shares (0.03%)
• Nate Tchaplia – 1,287,677 shares (0.70%)
• Partner dentists in rollover – 2,321,558 shares (1.20%)
• Total excluded: 3,675,309 shares (~1.92% of Subordinate Voting Shares).
• Outstanding Subordinate Voting Shares: 191,262,500 shares as of the Record Date (October 31, 2025).
• Contact for Shareholder Assistance: Laurel Hill Advisory Group – toll‑free 1‑877‑452‑7184 (North America), 416‑304‑0211 (outside North America or text), email [email protected].

Notable Quotes

(No direct quotes were provided in the release.)