dentalcorp Announces Pricing of Initial Public Offering and Concurrent Private Placement for Gross Proceeds of Approximately $950 Million

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TORONTO, May 20, 2021 /CNW/ - dentalcorp Holdings Ltd. ("dentalcorp" or the "Company") today announced that it has obtained a receipt for its final base PREP prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement for its initial public offering of subordinate voting shares (the "Offering"). The Offering consists of a treasury offering of 50,000,000 subordinate voting shares of the Company at a price of $14.00 per subordinate voting share for gross proceeds of approximately $700 million. The Offering is expected to close on May 27, 2021, subject to customary closing conditions.

The Company also announced that certain institutional shareholders have severally agreed, concurrent with the closing of the Offering, to purchase on a private placement basis an aggregate of 10,714,285 shares, as well as an aggregate of 7,125,000 subscription receipts, at a price of $14.00 per share or per subscription receipt, as the case may be, for gross proceeds of approximately $250 million (the "Specified Shareholders' Investments"). The subscription receipts will, upon expiry of the Over-Allotment Option (as defined below), result in such shareholders receiving such number of additional subordinate voting shares as is equal to the value of the net proceeds of any unexercised portion of the Over-Allotment Option that the Company would have otherwise received if the Over-Allotment Option was exercised in full. The proceeds of the sale of any unexercised subscription receipts shall be returned to the purchasers.

The Toronto Stock Exchange (the "TSX") has conditionally approved the listing of the subordinate voting shares, subject to fulfilling the initial listing requirements and conditions of the TSX. The subordinate voting shares are expected to begin trading on the TSX on an "if, as and when issue basis" on May 21, 2021 under the symbol "DNTL".

The Offering is being made through a syndicate of underwriters led by CIBC Capital Markets, Jefferies Securities, Inc., BMO Capital Markets and TD Securities Inc. acting as joint active bookrunners, and includes RBC Capital Markets and BofA Securities acting as passive bookrunners, and Canaccord Genuity Corp. and Scotia Capital Inc. (collectively, the "Underwriters").    

The Company has granted the Underwriters an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 7,500,000 subordinate voting shares at a price of $14.00 per subordinate voting share for additional gross proceeds of up to $105 million if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised in whole or in part, at any time, in the sole discretion of the Underwriters, for a period of 30 days from and including the closing date of the Offering.

A copy of the final base PREP prospectus is available, and a copy of the supplemented PREP prospectus will be available on May 21, 2021, on SEDAR at www.sedar.com.

No securities regulatory authority has either approved or disapproved of the contents of this news release. The subordinate voting shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws. Accordingly, the subordinate voting 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 news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of dentalcorp in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About dentalcorp

dentalcorp is Canada's largest network 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. Learn more at http://www.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 regard to the closing of the Offering, the closing of the Specified Shareholders' Investments, the filing of the supplemented PREP prospectus and listing of the subordinate voting shares on the TSX. 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, failure to complete the Offering and the factors discussed under "Risk Factors" in the final base PREP prospectus . Actual results could differ materially from those projected herein. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws.

SOURCE dentalcorp Holdings Ltd.

Graham Rosenberg, CEO & Founder, [email protected]