DentaQuest and DCP Holding Company Enter into Definitive Merger Agreement

Cincinnati, Ohio and Boston, Massachusetts, March 14, 2019 – DentaQuest, LLC, the principal company in the nation’s leading purpose‐driven oral health care organization, and DCP Holding Company, the parent company of The Dental Care Plus Group (DCPG), a leading provider of dental insurance in the Midwest, announced today that they have entered into a definitive merger agreement, under which DentaQuest will acquire the DCPG companies as wholly‐owned subsidiaries.

DentaQuest previously announced its plan to grow through strategic acquisitions and investments to help drive transformative change in the oral health industry. This agreement with DCPG is an important step toward achieving that growth. The acquisition will bring the scope of DCPG’s dental benefits, which covers 380,000 members and a network of 246,000 provider locations, under the DentaQuest organization.

DCPG’s strong network, focus on customer service and proven success in the commercial group market will be an ideal fit within DentaQuest’s organization as it works to achieve its overall strategy. With DentaQuest as a partner, DCPG will gain expert leaders and greater access to new, industry‐leading technologies that can drive transformative change in oral health.

“This agreement with DCPG is an important building block for DentaQuest’s vision to truly transform the oral health system,” said Steve Pollock, president and CEO of DentaQuest. “Our Preventistry model takes a holistic approach to improve access and affordability to quality oral health, and we are excited to take this step with DCPG and enhance our capabilities in the Midwest.”

In addition to improving access and affordability, DentaQuest delivers on its mission to revolutionize oral health by redefining prevention and care with a focus on addressing socioeconomic disparities, investing in innovation and strengthening communities. DCPG shares DentaQuest’s passion to drive change in the industry and will expand DentaQuest’s network to key markets where people need better care at a lower cost. The acquisition represents one way in which DentaQuest is strengthening its business today to lead the oral health industry of tomorrow.

“The agreement with DentaQuest represents an exciting opportunity for DCPG to maximize value for our shareholders, clients and employees,” said Robert Hodgkins, president and CEO of DCP Holding. “DentaQuest sees great opportunity in expanding our existing group dental model and in the differentiation that stems from our strong provider networks. We look forward to continuing our growth trajectory while delivering on our commitment of high‐touch service to all of our stakeholders.”

Leadership from both organizations is committed to the success of the transaction, as it is an important step in transforming how oral health is provided in these key Midwest markets and beyond. DCPG will remain headquartered in Sharonville, Ohio.

In the merger, DentaQuest will pay cash consideration for the outstanding DCPG common shares equal to $41.5 million, minus transaction expenses. DCPG will also pay a special cash dividend to its shareholders currently estimated to total approximately $8 million. DCPG currently estimates that DCPG shareholders will receive $3,000 per share in cash upon closing, including the special dividend.

The transaction, which is expected to close in the second or third quarter of 2019, is subject to customary closing conditions, including receipt of shareholder and regulatory approvals.

CapM Advisors, HealthScape Advisors LLC and DLA Piper LLP (US) served as financial and legal advisors, respectively, to DentaQuest. J.J.B. Hilliard W.L. Lyons, LLC, and Frost Brown Todd LLC served as financial and legal advisors, respectively, to DCP Holding. Mercer Capital performed the fairness opinion to DCP Holding.

ABOUT THE DENTAL CARE PLUS GROUP

DCPG is a leading provider of dental insurance to employers and individuals in the Midwest. Founded more than 30 years ago, DCPG has achieved success through plan flexibility, process simplicity and excellent customer care. DCPG’s dentist networks offer 246,000 provider locations nationwide to 380,000 members. For more information visit DentalCarePlus.com.

ABOUT DENTAQUEST

DentaQuest is a purpose‐driven oral health care company based in Boston, Massachusetts that is dedicated to advancing oral health for all. We bring a uniquely holistic perspective to our work – as we manage dental and vision benefits for more than 27 million Americans and provide direct care to patients through our network of more than 85 oral health centers in five states.

DentaQuest provides flexible and customized dental solutions for Medicaid and CHIP, Medicare Advantage, small and large businesses and individuals throughout the U.S. Our clients range from state governments to leading health plans.

At DentaQuest, we believe that business performance and social impact go hand‐in‐hand, and we have provided more than $200 million in funding for research, grants, and programs to advance oral health in communities across the country. Our mission is bold – our commitment is strong. By advancing oral health for everyone, we will achieve better health for all. Welcome to Preventistry.

 

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