dentalcorp Announces Commencement of Strategic Review Process to Unlock Shareholder Value

dentalcorp Holdings Ltd. (“dentalcorp” or the “company”) announced that its Board of Directors has formed a special committee of non-executive, independent directors (the “Special Committee”) to undertake, in consultation with its financial and legal advisors, a review and evaluation of strategic alternatives that may be available to the company to unlock shareholder value.

“Our management team is fully aligned with the Board’s decision to explore options to maximize shareholder value, including in response to unsolicited expressions of interest that have been received,” said Graham Rosenberg, dentalcorp’s Chief Executive Officer and Chairman of the Board. “We are the clear leader in Canada underpinned by our continued strong business performance and the tremendous growth opportunities before us. Our Board and management team remain committed to our growth strategy of supporting our practitioners and their teams in delivering high quality oral care to Canadians,” Mr. Rosenberg added.

There can be no assurance that this process will lead to the approval or completion of any transaction. The company does not currently intend to provide any updates with respect to this process unless and until its Board of Directors approves a specific transaction or otherwise concludes its review of strategic alternatives.

Jefferies LLC, TD Securities Inc. and CIBC World Markets Inc. are acting as financial advisors to the Special Committee, and McCarthy Tetrault LLP is acting as legal advisor to the Special Committee.

Blake, Cassels & Graydon LLP acts as legal counsel to the company.

About dentalcorp

dentalcorp is Canada’s largest and one of North America’s fastest growing networks of dental practices, committed to advancing the overall well-being of Canadians by delivering the best clinical outcomes and unforgettable experiences. dentalcorp acquires leading dental practices, uniting its network in a common goal: to be Canada’s most trusted healthcare network. Leveraging its industry-leading technology, know-how and scale, dentalcorp offers professionals the unique opportunity to retain their clinical autonomy while unlocking their potential for future growth.

To learn more, visit dentalcorp.ca.

Forward-Looking Statements

This news release includes forward-looking information and forward-looking statements within the meaning of applicable Canadian securities legislation, including the Securities Act (Ontario) (collectively, “forward-looking statements”), which reflect management’s expectations regarding the company’s future growth, future financial outlook, our ability to sustain momentum in our business and advance our strategic growth drivers, results from operations (including, without limitation, future expansion and capital expenditures), performance (both operational and financial) and business prospects, future business plans and opportunities. Wherever possible, words such as “plans,” “expects,” “scheduled,” “budgeted,” “projected,” “estimated,” “timeline,” “forecasts,” “anticipates,” “suggests,” “indicative,” “intend,” “guidance,” “outlook,” “potential,” “prospects,” “seek,” “strategy,” “targets,” or “believes,” or variations of such words and phrases or statements that certain future conditions, actions, events or results “will,” “may,” “could,” “would,” “should,” “might,” or “can,” or negative or grammatical versions thereof, “be taken,” “occur,” “continue,” or “be achieved,” and other similar expressions, have been used to identify forward looking statements. Such forward-looking information includes, but is not limited to, the forward-looking information related to the Board’s strategic review process and the potential outcome thereof; and the company’s current and future growth prospects.

Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements.

Such factors and assumptions include, but are not limited to, the Canadian dental industry; the company’s ability to retain key personnel, its ability to maintain and expand geographic scope; its ability to execute on its business plans and strategies; its ability to obtain and maintain existing financing on acceptable terms; changes in laws, rules, regulations and global standards; a steady improvement in the general COVID-19 environment including, the continued reopening of the economy and no further significant restrictions, such as capacity restrictions or stay-at-home orders; its operations and overall financial performance; no changes in the competitive environment or legal or regulatory developments affecting our business; visits by patients to our Practices at the same rate as current visits; its ability to mitigate anticipated supply chain disruptions geopolitical risks, inflationary pressures and labour shortages and other factors listing under the heading Risk Factors in the company’s Annual Information Form dated March 25, 2022 and the MD&A.

While the company considers these assumptions to be reasonable, many assumptions are based on factors and events that are not within its control and there is no assurance that they will prove to be correct.

By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved. Known and unknown risk factors, many of which are beyond the control of the company, could cause actual results to differ materially from the forward-looking statements.

Such risks include, but are not limited to, the company’s potential inability to successfully execute its growth strategy and complete additional acquisitions; its dependence on the integration and success of its acquired dental practices; the potential adverse effect of acquisitions on its operations; its dependence on the parties with which the company has contractual arrangements and obligations; changes in relevant laws, governmental regulations and policy and the costs incurred in the course of complying with such changes; competition in the dental industry; increases in operating costs; the risk of difficulty complying with public company reporting obligations; and the risk of a failure in internal controls.

Although the company has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events, conditions, results, performance or achievements to differ from those anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future, as at the date they are provided. The company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law.

Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.