Announcement • Jan 15
Funds affiliated with GTCR LLC along with Graham Rosenberg, Nate Tchaplia and LC8 DCC Investment Borrower managed by L Catterton Management Limited completed the acquisition of dentalcorp Holdings Ltd. (TSX:DNTL) from group of shareholders.
Funds affiliated with GTCR LLC along with Graham Rosenberg, Nate Tchaplia and LC8 DCC Investment Borrower managed by L Catterton Management Limited entered into a definitive arrangement agreement to acquire dentalcorp Holdings Ltd. (TSX:DNTL) from group of shareholders for approximately CAD 2.2 billion on September 26, 2025. Dentalcorp Shareholders to receive CAD 11 per share, via an all-cash transaction that values Dentalcorp at approximately CAD 2.2 billion on an equity value basis and CAD 3.3 billion on an enterprise value basis. As part of the Transaction, Graham Rosenberg, Nate Tchaplia and L Catterton (together with their associates and affiliates, the “Supporting Rollover Shareholders”), have agreed to roll 50.0%, 40.0% and 18.0% of their Shares, respectively, into the capital structure of the GTCR or an affiliate thereof. Following completion of the Transaction, it is expected that the Subordinate Voting Shares will be delisted from the TSX and that Dentalcorp will cease to be a reporting issuer in all applicable Canadian jurisdictions. In case of termination of transaction, GTCR LLC will pay a termination fee of CAD 108 million and Dentalcorp will pay a termination fee of CAD 77 million. The transaction has been funded through Equity and the Debt Financing Source.
Graham Rosenberg will remain Dentalcorp’s Chairman and CEO, and Nate Tchaplia will remain Dentalcorp’s President and CFO. The rest of Dentalcorp’s current leadership team is also expected to continue in their current roles following the completion of the Transaction.
The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by target shareholders, dissenters rights limited, Competition act approval and subject to court approval. The Board of Directors of dentalcorp Holdings Ltd. formed a special committee for the transaction. The deal has been unanimously approved by the board. Transaction is expected to close during the first quarter of 2026. As on November 4, 2025, Supreme Court of British Columbia has granted Dentalcorp an interim order providing for the calling and holding of the special meeting of Dentalcorp securityholders to be held on December 4, 2025. The Company also announced that LC8 DCC Investment (“L Catterton Investor”) and GTCR have agreed to terminate the rollover agreement previously entered into between L Catterton Investor and an affiliate of GTCR. On December 4, 2025, dentalcorp Holdings announced that, at the special meeting of the Company’s securityholders held on December 4, 2025, Securityholders approved the special resolution approving the previously announced transaction. On December 9, 2025, dentalcorp Holdings announced that the Company has obtained a final order from the Supreme Court of British Columbia approving the transaction. As of January 9, 2026, dentalcorp received approval under the Investment Canada Act and The Company also announced that, as all required regulatory approvals for the Transaction have now been obtained, and it expects the Transaction to close on or about January 14, 2026.
Jeffrey Solomon, Barry Goldberg, Jamie Nagy and Dan Daviau of Canaccord Genuity Corp and NFOR Financial Inc acted as financial advisor to the Special committee of dentalcorp Holdings Ltd. Tim Andison of Blake, Cassels & Graydon LLP and Jonathan J. Macke, Thomas Mastoras, Larissa Lucas and Jakub Wronski of Weil, Gotshal & Manges LLP acted as legal advisor for dentalcorp Holdings Ltd. Robert Hansen of McCarthy Tétrault LLP acted as legal advisor to the Special committee of dentalcorp Holdings Ltd. Moelis & Company acted as financial advisor, Michael Partridge and Chris Sunstrum of Goodmans LLP and Bradley Faris, Jason Morell, David Raab, Jeffrey Chenard, Jennifer Kent, Drew Levin, Kelly Fayne, Patrick English, Jason Daniels and Max Raskin of Latham & Watkins LLP acted as legal advisor for GTCR LLC. Stikeman Elliott LLP acted as legal advisor for the management of dentalcorp Holdings Ltd. Ryan K. Brissette, Joshua Kogan and Vincent P. Thorn of Kirkland & Ellis LLP acted as legal advisor for L Catterton Management Limited. INFOR Financial Inc and Canaccord Genuity Corp. acted as fairness opinion provider for dentalcorp Holdings Ltd and its special committee.
Funds affiliated with GTCR LLC along with Graham Rosenberg, Nate Tchaplia and LC8 DCC Investment Borrower managed by L Catterton Management Limited completed the acquisition of dentalcorp Holdings Ltd. (TSX:DNTL) from group of shareholders on January 14, 2026.
