Birner Dental Management, Inc. Shareholders to Receive Total Cash Consideration of up to $10.75 per shareTransaction expands Mid-Atlantic Dental Partners’ geographic footprint into the Rockies and Southwest
Mid-Atlantic Dental Service Holdings LLC, operating as Mid-Atlantic Dental Partners, a dental support organization dedicated to improving the delivery of dental services for dentists and their patients and a portfolio company of S.C. Goldman & Company, LLC, announced today that it has entered into a definitive agreement to acquire Birner Dental Management Services, Inc. Under the terms of the agreement, an affiliate of Mid-Atlantic Dental Partners will purchase all of the outstanding shares of Birner Dental Management Services for $10.62 in cash. Shareholders will also receive one Contingent Value Right per share of Birner common stock owned. The CVR entitles shareholders to an additional cash payment of up to $0.13 per share under certain circumstances following the closing of the transaction. The total consideration payable to Birner’s shareholders represents a 105% premium to Birner’s closing share price of $5.25 on October 2, 2018.
Birner was founded in 1995 and operates dental practice affiliates under the Perfect Teeth® brand throughout Colorado, Arizona, and New Mexico. With more than 100 dentists, Perfect Teeth’s philosophy of “letting dentists be dentists” melds perfectly with the “dental partnership” approach that has defined the business philosophy for both owners and associate dentists of Mid-Atlantic Dental Partners.
Founded in 2016, Mid-Atlantic Dental Partners offers dentists a DSO model that supports dental professionals by providing marketing, financial, practice information and other business services so dentists can focus on delivering the highest quality care to their patients. In addition, Mid-Atlantic Dental Partners offers associate dentists an opportunity to participate in the financial success of the practices. Over the last two years, Mid-Atlantic Dental Partners has built an exceptional management team with deep dental, operational, and entrepreneurial experience.
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The acquisition will increase Mid-Atlantic Dental Partners affiliate offices projected annual revenues to more than $100 million.
“Taking the Birner platform to the next level is a truly exciting step in the continued development of Mid-Atlantic Dental Partners into a nationally recognized DSO,” said Mitchell Goldman, Chief Executive Officer of Mid-Atlantic Dental Partners. “We look forward to partnering with Birner to accelerate the redevelopment of all of the Perfect Teeth-branded practices through investment in technology. Dentists, hygienists, dental assistants and office staff are the true assets of our practices, and we will strive to raise the importance of all dental professionals in improving the overall health care of patients and populations. We intend to make substantial investments in the people, equipment and technology of these dental practices,” Mr. Goldman continued.
“The Mid-Atlantic Dental team and organization is a fantastic cultural fit with the business we have built over 23 years at Birner,” said Fred Birner, Chief Executive Officer of Birner. “Mid-Atlantic’s ability to provide the additional resources we need to continue to build and expand our brand while investing in our providers will allow Birner to provide better services to all of its patients. Perfect Teeth shares Mid-Atlantic’s belief that our dental professionals are the backbone of the company and our most valuable asset.”
Birner will become Rocky Mountain Dental Services Holdings, a wholly-owned subsidiary of Mid-Atlantic Dental Services Holdings, at closing of the transaction. Birner will continue to be based in Denver, Colorado and will be locally managed. The newly acquired locations will continue to do business under the Perfect Teeth brand.
Houlihan Lokey served as the exclusive financial advisor and Duane Morris LLP, DLA Piper LLP and Waller LLP served as legal advisors to Mid-Atlantic Dental Partners. DLA Piper LLP served as legal advisors to S.C. Goldman & Company. Cain Brothers, a division of KeyBanc Capital Markets Inc. served as the exclusive financial advisor and Faegre Baker Daniels LLP served as legal advisor to Birner Dental Management Services, Inc.
Date: October 8, 2018
Source: Marketwatch
