Dentalcorp Holdings Ltd., Canada’s largest dental services provider, said Friday it has agreed to be acquired by U.S. private equity firm GTCR LLC in a deal valued at C$2.2 billion.
The announcement comes as Dentalcorp carries an estimated $1.1 billion in total debt and a debt-to-equity ratio of about 60 per cent, according to financial websites including AInvest and SimplyWallSt.
Under the agreement, GTCR funds will purchase all outstanding shares of the Toronto-based company for C$11 in cash per share, representing a 33 per cent premium to Dentalcorp’s closing price on Sept. 25. The transaction values the company at C$3.3 billion on an enterprise basis.
Related: What Dentalcorp’s $2.2B sale means for dentists in Canada
Dentalcorp’s founder, chairman and CEO, Graham Rosenberg, and president and CFO, Nate Tchaplia, are rolling a portion of their holdings into the new structure, along with investment firm L Catterton. Combined, the group controls more than half of the company’s voting power and has committed to supporting the deal.
“This transaction affirms the significant value inherent in our business and provides our shareholders with immediate and attractive cash consideration at a significant premium,” Rosenberg said in a statement. “As a private company, Dentalcorp will benefit from enhanced flexibility to execute our long-term strategy, invest in technology and professional development, and continue expanding our network of leading dental practices across Canada.”
GTCR managing director John Kos said the Chicago-based firm sees Dentalcorp as a “partner of choice” in Canadian dentistry. “We look forward to leveraging GTCR’s long history of investing in healthcare and multi-site services businesses to support Dentalcorp’s continued focus on clinical excellence,” he said.
Related: Dentalcorp reports record $45.6M in free cash flow in second quarter
Details of the deal
The C$11-per-share price also exceeds Dentalcorp’s 52-week high. An independent review by INFOR Financial valued the company’s shares between C$9.72 and C$12.14.
The agreement requires approval by two-thirds of shareholders and a majority of minority investors under Canadian securities rules, as well as court approval in British Columbia. Assuming those conditions are met, the deal is expected to close in the first quarter of 2026.
Upon completion, Dentalcorp’s shares will be delisted from the Toronto Stock Exchange, and the company will cease to be a public issuer. Its leadership team, including Rosenberg and Tchaplia, is expected to remain in place.
Dentalcorp, founded in 2011, operates more than 550 practices across Canada, making it the largest network of dental clinics in the country.
The company has declared a quarterly dividend of 2.5 cents per share, payable Oct. 21. It may pay another dividend in early 2026, subject to closing conditions.
Related: Dentalcorp expects $21.4M in profits after acquiring 30 dental practices last year
Advisors
Canaccord Genuity and INFOR Financial advised Dentalcorp’s special committee, while Moelis & Company acted for GTCR. Legal counsel included Blake, Cassels & Graydon LLP for Dentalcorp and Goodmans LLP for GTCR.