Dentalcorp Holdings Ltd. announced a significant development today in relation to its previously disclosed plan of arrangement, which is set to be considered by shareholders in early December. Two of the world’s most influential and independent proxy advisory firms—Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co. LLC (“Glass Lewis”)—have formally recommended that the Company’s shareholders vote FOR the special resolution (the “Arrangement Resolution”) at the upcoming securityholder meeting. Their endorsements represent a major milestone for the Company as it seeks shareholder approval for a transformative transaction involving GTCR LLC (“GTCR”), a leading private equity firm with deep experience in healthcare and services investments.
The Arrangement Resolution relates to the proposed plan of arrangement under which a newly formed acquisition vehicle, controlled by GTCR, will acquire all issued and outstanding subordinate voting shares (“Subordinate Voting Shares”) and multiple voting shares (“Multiple Voting Shares,” and together with the Subordinate Voting Shares, the “Shares”) of Dentalcorp. Certain shares are excluded from the transaction, including those held by Dentalcorp’s Founder, Chairman and CEO, Graham Rosenberg, President and CFO, Nate Tchaplia, and those held by partner dentists who have chosen to “roll over” all or a portion of their Subordinate Voting Shares into the capital structure of the newly created acquisition entity. These individuals and groups—collectively termed the “Rollover Shareholders”—have elected to maintain ongoing ownership in Dentalcorp following the completion of the transaction.
Under the terms of the proposal, all remaining eligible shareholders would receive $11.00 in cash per Share, offering liquidity and certainty of value. Shares for which valid dissent rights are exercised and not withdrawn are also excluded from the purchase.
The Arrangement Resolution will be put before securityholders at a special meeting scheduled for December 4, 2025, at 11:00 a.m. (Toronto time). This meeting represents one of the most important governance moments for the Company in recent years, as the outcome will determine whether Dentalcorp transitions to ownership under GTCR’s control and enters its next phase of strategic growth.
Recommendations from ISS and Glass Lewis
ISS and Glass Lewis are widely regarded as the two most influential proxy advisory firms globally, routinely guiding voting decisions for institutional investors, pension funds, and mutual funds. Their recommendations often play a critical role in shaping shareholder sentiment, particularly in complex corporate transactions requiring special resolutions.
In this instance, both firms independently evaluated the structure, pricing, rationale, and fairness of Dentalcorp’s proposed transaction. Their mutual conclusion—that shareholders should vote FOR the Arrangement Resolution—signals strong third-party validation of the deal’s strategic and financial merits.
Such recommendations typically follow extensive analysis, including review of fairness opinions, premium assessments, process integrity, and market alternatives. While the Company’s own rationale for the transaction highlights the value creation and strategic alignment with GTCR, the endorsements from ISS and Glass Lewis further strengthen the case for approval by adding independent assurance of fairness and reasonableness.
Update on Partner Dentist Rollover Opportunity
In addition to reporting these proxy advisor recommendations, Dentalcorp provided an important update regarding its partner dentist rollover program, which has been previously outlined in the Company’s management information circular dated November 4, 2025 (the “Circular”).
The Company confirmed that 2,321,558 Subordinate Voting Shares—beneficially owned, or directly or indirectly controlled or directed by Dentalcorp partner dentists—will be excluded from the “minority approval” vote under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). This regulatory requirement ensures that minority shareholders have a meaningful voice when insiders, related parties, or other non-arm’s-length participants are involved in significant transactions.
The excluded shares represent all Subordinate Voting Shares held as of the October 31, 2025 record date by partner dentists who expressed interest in participating in the rollover opportunity. These dentists are opting to convert all or part of their Subordinate Voting Shares into ownership stakes in the newly formed acquisition entity controlled by GTCR, thereby aligning themselves with the long-term future of the business.
In total, the excluded shares constitute approximately 1.2% of all Subordinate Voting Shares entitled to vote at the upcoming Securityholder Meeting. By excluding these shares, Dentalcorp ensures compliance with MI 61-101 and maintains the integrity and fairness of the approval process for independent minority shareholders.
Strategic Significance of the Transaction
The proposed transaction with GTCR marks a pivotal step in Dentalcorp’s strategic evolution. As Canada’s largest and fastest-growing network of dental practices, Dentalcorp has built a strong national platform through steady expansion, acquisition-driven growth, and investment in clinical excellence. Partnering with GTCR—a private equity firm with decades of experience in scaling healthcare organizations—positions Dentalcorp for continued growth, accelerated investment, and enhanced operational capabilities.
The offer of $11.00 per Share provides shareholders with an immediate and certain cash return, representing a premium over historical trading prices prior to the announcement. At the same time, the rollover program allows partner dentists and senior leadership to retain equity ownership, ensuring continuity of care, culture, and operational stability. This dual-track design balances liquidity for public shareholders with long-term alignment among key stakeholders.
The unanimous recommendation from ISS and Glass Lewis further validates this strategy. Their support reinforces the notion that the transaction is both fair from a financial perspective and beneficial to the long-term health of the Company.
Next Steps and Shareholder Participation
With the special meeting approaching on December 4, 2025, Dentalcorp encourages all eligible securityholders to review the Circular, seek any necessary financial or legal advice, and exercise their right to vote. The approval of the Arrangement Resolution requires a high threshold, including majority approval from minority shareholders under MI 61-101. As such, informed participation is essential.
The Company continues to communicate proactively with stakeholders and remains committed to transparency throughout the process. The dual announcements—the strong backing from ISS and Glass Lewis and the clarification on minority voting exclusions—help ensure that shareholders have all necessary information ahead of the meeting.
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