dentalcorp Announces Exercise and Closing of Over-Allotment Option and Conversion of Subscription Receipts
/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES ./
TORONTO , June 18, 2021 /CNW/ - dentalcorp Holdings Ltd. ("dentalcorp" or the "Company"), Canada's leading network of dental practices, announced today that further to its $700,000,000.00 initial public offering (the "IPO") of subordinate voting shares of the Company ("Subordinate Voting Shares") which closed on May 27, 2021 , the underwriters have exercised their over-allotment option to purchase an additional 1,328,000 Subordinate Voting Shares (the "Over-Allotment Option"), at a price of $14.00 per share.
Commensurate with the exercise of the Over-Allotment Option, an aggregate of 5,863,401 subscription receipts acquired by certain institutional shareholders in connection with the private placement (the "Specified Shareholders' Investments") that was completed concurrently with the IPO converted today into an aggregate of 5,863,401 Subordinate Voting Shares (the "Conversions") and the proceeds of approximately $82,000,000.00 from the sale of such converted subscription receipts were released to the Company. The remaining 1,261,599 subscription receipts have been cancelled and the subscription proceeds in respect of such cancelled subscription receipts will be returned to the holders thereof.
The gross proceeds received by the Company as a result of the IPO and related private placements, the exercise of the Over-Allotment Option and the Conversions was approximately $950,000,000.00 .
The Subordinate Voting Shares are listed on the Toronto Stock Exchange under the symbol "DNTL".
dentalcorp's head office is located at 181 Bay Street, Suite 2600, Toronto, Ontario, Canada , M5J 2T3 and the registered office is located at 595 Burrard Street, Suite 2600, Three Bentall Centre, Vancouver, BC , V7X 1L3, Canada .
The offering was 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.
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States , except pursuant to an exemption 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 solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted. A copy of the Company's supplemented PREP prospectus dated May 20, 2021 (the "Prospectus") is available under the Company's profile on SEDAR at www.sedar.com .
Early Warning Reports
On May 27, 2021 , in connection with the closing of the Specified Shareholders' Investments, Mr. Rosenberg and LC8 DCC Investment Borrower, L.P. (" L Catterton Investor", and together with Mr. Rosenberg, the "Principal Shareholders") directly or indirectly acquired 712,500 subscription receipts and 5,122,001 subscription receipts, respectively. Commensurate with the exercise of the Over-Allotment Option, 586,340 subscription receipts held by GR BCM2 #2 Acquisition Limited Partnership converted into 586,340 Subordinate Voting Shares (representing approximately 0.4% of the issued and outstanding Subordinate Voting Shares) and 4,215,066 subscription receipts held by L Catterton Investor converted into 4,215,066 Subordinate Voting Shares (representing approximately 2.7% of the issued and outstanding Subordinate Voting Shares). The remaining 126,160 subscription receipts held by GR BCM2 #2 Acquisition Limited Partnership and 906,935 subscription receipts held by L Catterton Investor were cancelled and the subscription proceeds in respect of such cancelled subscription receipts will be returned to the holders thereof.
After giving effect to the Conversions, Mr. Rosenberg indirectly owns or controls 9,183,822 multiple voting shares of the Company ("Multiple Voting Shares") (representing all of the issued and outstanding Multiple Voting Shares) and 586,340 Subordinate Voting Shares (representing approximately 0.4% of the issued and outstanding Subordinate Voting Shares), in each case held by GR BCM2 #2 Acquisition Limited Partnership, and L Catterton Investor owns or controls 73,742,046 Subordinate Voting Shares (representing approximately 47.0% of the issued and outstanding Subordinate Voting Shares).
Prior to the Conversions, Mr. Rosenberg indirectly owned or controlled 9,183,822 Multiple Voting Shares (representing all of the issued and outstanding Multiple Voting Shares), no Subordinate Voting Shares and 712,500 subscription receipts, in each case held by GR BCM2 #2 Acquisition Limited Partnership, and L Catterton Investor owned or controlled 69,526,980 Subordinate Voting Shares (representing approximately 46.4% of the issued and outstanding Subordinate Voting Shares) and 5,122,001 subscription receipts.
The Subordinate Voting Shares referenced in this press release were issued in connection with the Conversions and are held by the Principal Shareholders for investment purposes.
The Principal Shareholders may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as it deems advisable from time to time, subject to applicable laws and the terms of the Company's articles and of the lock up agreements entered into by each of the Principal Shareholders, the coattail agreement entered into by Mr. Rosenberg and the investor rights agreement entered into by, among others, each of the Principal Shareholders each as described in the Prospectus.
For further information and to obtain a copy of the early warning reports to be filed under applicable Canadian securities laws in connection with the foregoing matters, please see the Company's profile on SEDAR at www.sedar.com .
dentalcorp is Canada's largest and fastest growing network 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.
This news release contains "forward-looking information" within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events. Forward-looking information is based on a number of assumptions, many of which are beyond the Company's control. Such risks and uncertainties include, but are not limited to, the factors discussed under "Risk Factors" in the Prospectus filed on SEDAR. Actual results could differ materially from those projected herein. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained in this news release is provided as of the date of this news release and dentalcorp 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.
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