Dentalcorp Holdings Ltd. (“Dentalcorp” or the “company”) (TSX: DNTL), Canada’s largest and one of North America’s fastest-growing networks of dental practices, announced that it has filed with the Toronto Stock Exchange (the “TSX”), and the TSX has accepted, the company’s notice of intention to make a normal course issuer bid (the “NCIB”). Pursuant to the NCIB, Dentalcorp intends to purchase for cancellation up to 3,600,000 subordinate voting shares in the capital of the company (the “Subordinate Voting Shares”), representing approximately 2% of Dentalcorp’s 180,611,643 issued and outstanding Subordinate Voting Shares as of August 20, 2024, subject to such limitations as may be applicable from time to time under Dentalcorp’s credit agreement.
Graham Rosenberg, CEO & chairman of Dentalcorp, noted, “We believe that the market price of the Subordinate Voting Shares may, at certain times throughout the duration of the NCIB, be undervalued based on our financial performance and prospects.” Mr. Rosenberg added, “We believe that the repurchase of our Subordinate Voting Shares under the NCIB is a desirable use of funds in order to increase shareholder value and is in the best interests of the company.”
Under the NCIB, Dentalcorp may purchase up to 53,031 of its Subordinate Voting Shares on the TSX during any trading day, which represents 25% of the average daily trading volume of 212,125 Subordinate Voting Shares on the TSX for the six months ended July 31, 2024, other than block purchase exemptions. Purchases under the NCIB may commence on September 3, 2024, and continue until September 2, 2025, or such earlier date as Dentalcorp completes its purchases pursuant to the NCIB.
The NCIB will be conducted in accordance with TSX rules and policies through the facilities of the TSX and through alternative Canadian trading systems, if eligible. The price that Dentalcorp will pay for any Subordinate Voting Shares will be the market price prevailing at the time of purchase or such other price as may be permitted.
In connection with the NCIB, the company has entered into an issuer automatic purchase plan agreement (the “Plan”) with an independent designated broker (the “Broker”) responsible for making purchases of Subordinate Voting Shares pursuant to the Plan. Under the Plan, the Broker will have sole discretion to purchase Subordinate Voting Shares pursuant to the NCIB during trading black-out periods established under the company’s Insider Trading Policy, subject to the price limitations and other terms of the Plan and the rules of the TSX. The company may instruct the Broker to make specific purchases and suspend or terminate the Plan, provided in each case that the Company certifies to the Broker that it is not in possession of any material undisclosed information and such request is otherwise in compliance with the terms of the Plan.
Under the company’s previous NCIB, which expired on May 15, 2024, the company sought and received approval from the TSX to purchase up to 3,500,000 Subordinate Voting Shares, representing approximately 2% of the company’s issued and outstanding Subordinate Voting Shares as of May 3, 2023. Under the company’s previous NCIB, between May 16, 2023, and May 15, 2024, the company repurchased 1,470,800 Subordinate Voting Shares on the open market, through the facilities of the TSX and alternative Canadian trading systems, at a volume-weighted average purchase price of approximately $5.93 per Subordinate Voting Share.
About Forward-Looking Information
Certain statements in this news release, other than statements of historical fact, are forward-looking based on certain assumptions and reflect the Company’s current expectations. Forward-looking information includes, but is not limited to, statements about the company’s objectives and strategies to achieve those objectives, beliefs, plans, expectations, anticipations, estimates, or intentions. Forward-looking information includes words like “could,” “expect,” “may,” “will,” “anticipate,” “assume,” “believe,” “intend,” “estimate,” “plan,” “project,” “guidance,” “outlook,” “target,” and similar expressions suggesting future outcomes or events. The forward-looking information in this news release includes, but is not limited to, statements related to the Company’s intention to commence the NCIB and the timing and quantity of any purchases of Subordinate Voting Shares under the NCIB and the Plan.
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 materially different from those projected in the forward-looking statements.
Actual results and the timing of events may differ materially from those anticipated in the forward-looking information as a result of known and unknown risk factors, many of which are beyond the control of the company and 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 policies, 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 and other factors described under “Risk Factors” in the company’s most recent Management’s Discussion and Analysis and Annual Information Form, filed with the securities regulatory authorities in Canada and available on the company’s profile on SEDAR+ at www.sedarplus.com.
Accordingly, we warn readers to exercise caution when considering statements containing forward-looking information and caution them that it would be unreasonable to rely on such statements as creating legal rights regarding the company’s future results or plans. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including, without limitation, the availability of cash for repurchases of outstanding Subordinate Voting Shares under the NCIB, the existence of alternative uses for the Company’s cash resources which may be superior to effecting repurchases under the NCIB, compliance by third parties with their contractual obligations, compliance with applicable laws and regulations pertaining to the NCIB, management’s perceptions of historical trends, current conditions, and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While the company considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information or the factors or assumptions underlying them, whether as a result of new information, future events, or otherwise, except as required by applicable securities laws. All of the forward-looking information in this news release is qualified by the cautionary statements herein.
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.
