Denver-based Birner Dental management, operating 66-offices under the Perfect Teeth brand, is acquired in a deal valued at up to $39M.
Birner Dental Mgmt Services, Inc. operates 66 offices with more than 100 dentists in Colorado, Arizona and New Mexico. It is a publicly traded company (OTCMKTS:BDMS) that was founded in 1995.
Per the agreement reached between the companies, an affiliate of Mid-Atlantic Dental Partners will purchase all of the outstanding shares of Birner Dental Mgmt Services, Inc. for $10.62 each in stock. Birner stockholders will also receive a contingent value right (CVR) per share of Birner stock. This CVR entitles stockholders to an additional cash payment of up to $0.13 per share upon close of the transaction under certain circumstances that remain undisclosed.
The total payable to Birner shareholders, including full payout of the CVR, represents a 105% premium to Birner’s closing share price of $5.25 on October 2nd.
“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.”
Founded in 2016 and headquartered in Plymouth Meeting Pennsylvania, Mid-Atlantic Dental Service Holding LLC is a portfolio company of Goldman Sachs and recently raised another $12.5M last month. The acquisition is expected to spike Mid-Atlantic’s yearly revenue to beyond $100M.
At the close of the transaction, Birner will become Rocky Mountain Dental Services Holdings, a wholly owned subsidiary of Mid-Atlantic Service Holding LLC.
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.