Dentalcorp Announces Closing of Acquisition by Investment Funds Affiliated with GTCR

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TORONTO — dentalcorp Holdings Ltd. (“Dentalcorp” or the “Company”) (TSX: DNTL) today announced the successful completion of the previously-announced statutory plan of arrangement (the “Arrangement”) whereby a newly formed acquisition vehicle affiliated with GTCR LLC (“GTCR”) acquired all of Dentalcorp’s issued and outstanding subordinate voting shares and multiple voting shares (collectively, the “Shares”) (other than the Rollover Shares (as defined below)) for C$11.00 per Share in cash. Graham Rosenberg, the Company’s Founder, Chairman and CEO, Nate Tchaplia, the Company’s President and CFO, and certain of the Company’s partner dentists have also rolled all or a portion of their Shares (collectively, the “Rollover Shares”) into the capital structure of a different newly formed acquisition vehicle affiliated with GTCR that, indirectly, holds ownership of 100% of the shares in Dentalcorp’s capital, at a value per Share equal to C$11.00 per Share (collectively with the Arrangement, the “Transaction”). The Transaction valued Dentalcorp at approximately C$2.2 billion on an equity value basis and C$3.3 billion on an enterprise value basis.

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As a result of the completion of the Transaction, it is expected that the subordinate voting shares will be de-listed from the Toronto Stock Exchange (the “TSX”) shortly after the date hereof and that the Company will promptly apply for an order to cease to be a reporting issuer (or equivalent) in each of the provinces and territories of Canada.

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Further details regarding the Transaction are included in the management information circular of the Company dated November 4, 2025, a copy of which can be found under the Company’s profile on SEDAR+ at www.sedarplus.ca.

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Action Required by Dentalcorp Shareholders

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Registered shareholders of Dentalcorp are reminded to submit a duly completed Letter of Transmittal and the share certificate(s) and/or DRS advice(s), as applicable, representing their Shares to TSX Trust Company (“TSX Trust”), the Company’s depositary, to receive the cash consideration under the Arrangement. If you have questions or require further information about the procedures to complete your Letter of Transmittal, please contact TSX Trust at 1-866-600-5869 (toll-free within North America), 416-342-1091 (outside of North America) or by email at [email protected].

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Non-registered shareholders of Dentalcorp are not required to submit a Letter of Transmittal. Non-registered shareholders will receive the consideration they are entitled to under the Arrangement through the intermediary in whose name their Shares are held.

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Required Early Warning Disclosure

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This additional disclosure is being provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues (“NI 62-103”), which also requires a report to be filed by each of the following parties with the regulatory authorities in each jurisdiction in which the Company is a reporting issuer containing information with respect to the foregoing matters. Copies of these reports will be made available under Dentalcorp’s profile on SEDAR+ at www.sedarplus.ca. This disclosure has been provided by the parties listed below, respectively.

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GR BCM2 #2 Acquisition Limited Partnership

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GR BCM2 #2 Acquisition Limited Partnership’s head office is located at 181 Bay Street, Suite 2600 Toronto, Ontario M5J 2T3.

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Immediately prior to closing of the Transaction, Mr. Rosenberg, through entities owned and/or controlled, directly or indirectly by him, including GR BCM2 #2 Acquisition Limited Partnership (the “Limited Partnership”), held 8,254,535 multiple voting shares, representing 100% of the issued and outstanding multiple voting shares and 30.2% of the votes attached to all of the Shares. In addition, immediately prior to the closing of the Transaction, Mr. Rosenberg held 169,640 restricted share units, 227,045 performance share units and 2,750,000 options, each exercisable or to be settled for subordinate voting shares. In connection with the Transaction, Mr. Rosenberg and the Limited Partnership sold their Shares directly or indirectly to the Purchaser (as defined below) at an implied value of C$11.00 per Share. Following completion of the Transaction, Mr. Rosenberg and the Limited Partnership now indirectly own or control approximately 3.0% of the equity in the resulting private company.

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Aryeh Topco Holding Ltd. and Aryeh Bidco Investment Ltd.

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Immediately prior to giving effect to the Arrangement and the transactions related thereto, Aryeh Topco Holding Ltd. (the “Parent”) and its joint actor, Aryeh Bidco Investment Ltd. (the “Purchaser”) did not own, or exercise control or direction over, directly or indirectly, any Shares. After giving effect to the Arrangement and the transactions related thereto, the Parent, together with the Purchaser, its joint actor, owns, directly or indirectly, 100% of the issued and outstanding Shares. The Purchaser and the Parent’s head office is located at 333 Bay Street, Suite 3400, Toronto, ON M5H 2S7.

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LC8 DCC Investment Borrower, L.P.

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Immediately prior to the completion of the Arrangement, LC8 DCC Investment Borrower, L.P. (“L Catterton Investor”) owned 69,919,445 subordinate voting shares of the Company, representing approximately 36.4% of the issued and outstanding subordinate voting shares. In connection with the Arrangement, the subordinate voting shares owned by L Catterton Investor were exchanged for cash consideration of C$11.00 per Share, for total cash proceeds of C$769,113,895. A copy of L Catterton Investor’s early warning report will be filed under the Company’s profile on SEDAR+ and further information and/or a copy of the L Catterton Investor early warning report may be obtained from the contacts below. L Catterton Investor’s head office is located at 599 West Putnam Avenue, Greenwich, CT 06830.

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About Dentalcorp

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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.com. Dentalcorp’s head office is located at 181 Bay Street, Suite 2600, Toronto, Ontario, M5J 2T3.

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About GTCR

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Founded in 1980, GTCR is a leading private equity firm that invests behind The Leaders Strategy™ – finding and partnering with management leaders in core domains to identify, acquire and build market-leading companies through organic growth and strategic acquisitions. GTCR is focused on investing in transformative growth in companies in the Business & Consumer Services, Financial Services & Technology, Healthcare and Technology, Media & Telecommunications sectors. Since its inception, GTCR has invested more than $30 billion in approximately 300 companies, and the firm currently manages approximately $50 billion in equity capital. GTCR is based in Chicago with offices in New York and West Palm Beach. For more information, please visit www.gtcr.com or follow on LinkedIn.