Not that it changes anything But this is the first time I've ever seen a rollover shareholder change their mind and elect to take cash.
The Company also announced today that LC8 DCC Investment Borrower, L.P. (“ L Catterton Investor”) and GTCR have agreed to terminate the rollover agreement previously entered into between L Catterton Investor and an affiliate of GTCR. As a result, 100% of the Dentalcorp subordinate voting shares (the “Subordinate Voting Shares”) owned by L Catterton Investor will now be acquired pursuant to the Arrangement (as defined below) for C$11.00 per share in cash and L Catterton Investor will have no ongoing interest in Dentalcorp following completion of the Transaction and is no longer a “Rollover Shareholder” for the purposes of the Transaction. In connection with the termination of the rollover agreement, L Catterton Investor has entered into an amended and restated voting support agreement providing its commitment to vote in favour of the Arrangement, substantially on the same terms as the voting support agreement previously entered into between L Catterton Investor and an affiliate of GTCR.
Graham Rosenberg, the Company’s Founder, Chairman and CEO, and Nate Tchaplia, the Company’s President and CFO, will still roll 50.0% and 40.0%, respectively, of their Dentalcorp Multiple Voting Shares (the “Multiple Voting Shares” and, together with the Subordinate Voting Shares, the “Shares”) and Subordinate Voting Shares into shares in the capital structure of an affiliate of GTCR that will have direct or indirect ownership of Dentalcorp (“Purchaser Securities”). In addition, subject to compliance with applicable Canadian securities laws, Dentalcorp’s partner dentists remain entitled to roll all or a portion of their Subordinate Voting Shares into Purchaser Securities (all partner dentists who elect to roll, along with Graham Rosenberg and Nate Tchaplia, the “Rollover Shareholders”, and all Shares so rolled, the “Rollover Shares”). All rollovers will occur at a value per Share equal to the cash purchase price of C$11.00 per Share.