RBCAs for potential takeovers, I also own WELL and KBL. See you on other BBs. GLTA September 26, 2025
dentalcorp Holdings Ltd.
Announces agreement to be acquired by private
equity firm GTCR for $11 per share; move to SP
Our view: DNTL announced an agreement to be acquired by PE group
GTCR for $11/sh, representing a 33% premium to the 20-day VWAP. The
$11/sh takeout price implies valuation multiples of ~11.2x/12.0x PF LTM
IFRS/GAAP EBITDA and ~9.7x/~10.3x on 2026 RBCe IFRS/GAAP EBITDA. The offer price is ~15% below our previous rounded PT of $13/sh based on
11.0x/12.0x IFRS/GAAP 2026 EBITDA estimates and our long-term outlook
for the business. The implied multiple is slightly below those seen in 2024
go-private transactions for other roll-up platforms (NBLY and PLC). PT to
$11 and rating to SP to reflect go-private transaction.
Key points:
Announces an all-cash, go-private transaction at $11/sh: DNTL announced
an all-cash, go-private transaction at $11/sh, agreeing to be acquired by
PE fund GTCR. The deal values DNTL at an equity value of ~$2.2B and an
EV of ~$3.5B (including leases) or ~$3.2B (excluding leases). The $11/sh
go-private price represents ~11.2x/~12.0x PF LTM IFRS/GAAP EBITDA and
~9.7x/~10.3x 2026 RBCe IFRS/GAAP EBITDA. For context, the go-private
transaction for NBLY, announced in January 2024, implied a ~12.0x PF LTM
IFRS EBITDA multiple (~10.2x next FY EBITDA, though EBITDA forecasts
were later revised downward). The PLC go-private transaction announced
in June 2024 implied an ~11.7x multiple based on the midpoint of 2024
guidance. The CDN peers are currently trading at a median 2026E IFRS
EBITDA multiple of ~12.9x & the US and CDN peers are trading at a median
2026E GAAP EBITDA multiple of ~12.8x.
Shareholders representing ~60.8% of the total voting rights have agreed
to vote in favour of the transaction. As part of the deal, Graham Rosenberg
(Chairman and CEO), Nate Tchaplia (President and CFO), and L Catterton
have agreed to roll 50%, 40%, and 18% of their shares, respectively,
into the capital structure of the purchaser. Together, these supporting
rollover shareholders hold ~37.3% of the Subordinate Voting Shares (SVS)
and 100% of the Multiple Voting Shares (MVS), representing ~56.2% of
the total voting power. They have also entered into irrevocable voting
support agreements, committing to support the transaction and reject any
competing acquisition proposals. Additionally, certain other directors and
senior officers of DNTL, who collectively own 6.6% of the SVS (4.6% of the
total voting power), have also entered into voting support agreements. In
total, ~43.9% of the SVS and 100% of the MVS, amounting to ~60.8% of the
total voting rights, are committed to vote in favour of the transaction.
Key approvals and closing timelines: The completion of the transaction is
not subject to a financing condition. It requires approval from a majority
of minority shareholders, as well as approval from the Supreme Court of
British Columbia. DNTL management anticipates the transaction will close
in Q1/26, assuming the timely receipt of all necessary approvals.