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Dentalcorp Files Final Short Form Prospectus in Connection with Bought Deal Treasury Offering and Secondary Offering of Subordinate Voting Shares and Obtains Receipt for Final Prospectus
Final Short Form Prospectus is Accessible through SEDAR+
/Not for distribution to U.S. newswire services or for dissemination in the United States./
TORONTO, Nov. 27, 2024 /CNW/ - dentalcorp Holdings Ltd. ("Dentalcorp" or the "Company") (TSX: DNTL), Canada's largest and one of North America's fastest growing networks of dental practices, today announced that, in connection with its previously announced "bought deal" treasury offering and secondary offering of subordinate voting shares ("Shares"), it has filed a final short form prospectus dated November 27, 2024 (the "Final Prospectus") with the securities commissions or other similar regulatory authorities in each of the provinces and territories of Canada and has obtained a receipt therefor.
The Final Prospectus qualifies the distribution of an aggregate of 10,530,000 Shares of the Company at a price of $9.50 per Share (the "Offering"). The Offering includes a treasury offering of 5,265,000 Shares by the Company for gross proceeds to the Company of approximately $50 million and a secondary offering of 5,265,000 Shares by GR BCM2 #2 Acquisition Limited Partnership, an affiliate of OPTrust, LC8 DCC Investment Borrower, L.P. and DCC Holdings CR LP and DCC Holdings NR LP (collectively, the "Selling Shareholders") for gross proceeds to the Selling Shareholders of approximately $50 million (the "Secondary Offering").
The Selling Shareholders have also granted the underwriters an over-allotment option, to purchase up to an additional 1,579,500 Shares, representing up to 15% of the size of the Offering, for additional gross proceeds to the Selling Shareholders of up to approximately $15 million. Closing is expected to occur on or about December 2, 2024, and is subject to customary closing conditions.
The Shares are also being offered in the United States by way of private placement to "qualified institutional buyers" in reliance upon the exemption from registration provided by Rule 144A under the U.S. Securities Act of 1933 (the "U.S. Securities Act").
No securities regulatory authority has either approved or disapproved the contents of this press release. The Shares have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws. Accordingly, the Shares may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Access to the Final Prospectus and any amendment is provided in accordance with securities legislation relating to procedures for providing access to a short form prospectus and any amendment. The Final Prospectus is accessible on SEDAR+ at www.sedarplus.com. An electronic or paper copy of the Final Prospectus and any amendment may be obtained, without charge, from TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, by telephone at (289) 360-2009 or by email at SDCConfirms@TD.com, by providing the contact with an e-mail address or address, as applicable. Prospective investors should read the Final Prospectus in its entirety before making an investment decision.
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 aiming to deliver 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 may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events, including statements with regards to the Company's future growth, performance and business prospects, future business plans and opportunities. This forward-looking information includes, but is not limited to, the Company's expectations regarding the Offering, including the expected closing date of the Offering.
Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, the factors described in "Risk Factors" in the Final Prospectus, the Annual Information Form dated March 28, 2024 and Management's Discussion and Analysis for the three and nine months ended September 30, 2024 dated November 12, 2024. 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. The Company does not undertake any obligation to update the forward-looking information included in this news release, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws. All of the forward-looking information in this news release is qualified by the cautionary statements herein.
