Graham Rosenberg Proposed Sale of Shares

Cision Canada

06-06-2025

TORONTO, June 6, 2025 /CNW/ - Graham Rosenberg (the "Selling Shareholder"), the Chief Executive Officer and Chairman of the Board of dentalcorp Holdings Ltd. (the "Company"), announces that he has filed a notice of intention to distribute securities in connection with the his intention to sell, directly or indirectly, up to 477,700 subordinate voting shares of the Company ("SVS"), 450,000 of which will be issued upon the conversion of multiple voting shares of the Company ("MVS" and together with the SVS, the "Shares") in accordance with their terms (the "Sale").
After the Sale, Mr. Rosenberg will, directly or indirectly, retain over 95% of his securities in the Company, including 100% of the Company's issued and outstanding MVS. Mr. Rosenberg plans to use the proceeds from the Sale for tax, financial and estate planning purposes.
A copy of the Form 45-102F1 – Notice of Intention to Distribution Securities under Section 2.8 of National Instrument 45-102 – Resale of Securities filed by the Selling Shareholder is available under the Company's profile on the System for Electronic Document Analysis and Retrieval + ("SEDAR+") at www.sedarplus.ca. There is no assurance as to the timing of the proposed transactions thereunder nor whether any such transactions will occur.
Required Early Warning Disclosure
This additional disclosure is being provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires a report to be filed by GR BCM2 #2 Acquisition Limited Partnership (the "Partnership") with the regulatory authorities in each jurisdiction in which the Company is a reporting issuer containing information with respect to the conversion of MVS to SVS in accordance with their terms (the "Conversion") to be completed in connection with the Sale (the "Early Warning Report").
Prior to the Conversion, Mr. Rosenberg, directly or indirectly, through entities owned and/or controlled, directly or indirectly by him, including the Partnership (the "Rosenberg Group"), held 8,704,535 MVS, representing 100% of the issued and outstanding MVS or 31.5% of the votes attached to all of the Company's issued and outstanding Shares, and 93,774 SVS, representing 0.05% of the issued and outstanding SVS or 0.03% of the votes attached to all of the Company's issued and outstanding Shares. In addition, Mr. Rosenberg held 168,582 restricted share units ("RSUs"), 225,629 performance share units ("PSUs") and 2,750,000 options ("Options"), each exercisable or settled for SVS.
Following the Conversion, the Rosenberg Group held 8,254,535 MVS, representing 100% of the issued and outstanding MVS or 30.3% of the votes attached to all of the Company's issued and outstanding Shares, and 543,774 SVS, representing 0.29% of the issued and outstanding SVS or 0.20% of the votes attached to all of the Company's issued and outstanding Shares. Mr. Rosenberg intends to sell, directly or indirectly through the Partnership, up to 477,700 SVS pursuant to the Sale. In addition, Mr. Rosenberg continues to hold 168,582 RSUs, 225,629 PSUs and 2,750,000 Options, each exercisable or settled for SVS.
Each MVS represents ten votes on all matters upon which holders of shares in the capital of the Company are entitled to vote and is convertible into one SVS at any time at the sole option of the holder.
In addition to the Sale, the Rosenberg Group may, depending on market conditions, acquire additional SVS or dispose of MVS or SVS in the future whether in transactions over the open market or through privately negotiated arrangements or otherwise, subject to a number of factors, including general market conditions and investment diversification.
The Company's head office is located at 181 Bay Street, Suite 2600, Toronto, Ontario, M5J 2T3. A copy of the Early Warning Report will be filed under the Company's profile on SEDAR+. The head office of the Selling Shareholder is 181 Bay Street, Suite 2600 Toronto, Ontario M5J 2T3.