In the Matter of Aryeh Topco Holding Ltd., 2026 CanLII 9780

February 10, 2026

In the Matter of the Securities Legislation of Ontario (the Jurisdiction)

and

In the Matter of the Process for Exemptive Relief Applications in Multiple Jurisdictions

and

In the Matter of Aryeh Topco Holding Ltd. (the Filer)

Decision

Background

The principal regulator in the Jurisdiction has received an application from the Filer for a decision under the securities legislation of the Jurisdiction of the principal regulator (the Legislation) that the take-over bid and issuer bid requirements set out in Part 2 of National Instrument 62-104 Take-Over Bids and Issuer Bids (NI 62-104) do not apply to acquisitions (the Subject Transactions) of common shares (Shares) of the Filer (the Exemption Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a passport application):

(a) the Ontario Securities Commission is the principal regulator for this application, and

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in all provinces and territories of Canada other than Ontario.

Interpretation

Terms defined in National Instrument 14-101 Definitions and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Filer:

1. The Filer is a corporation incorporated under the Business Corporations Act (British Columbia) (the BCBCA) on September 17, 2025.

2. The head office of the Filer is located at 181 Bay Street, Suite 2600, Toronto, Ontario, M5J 2T3.

3. The Filer is not, and has never been, a reporting issuer, or its equivalent, in any of the provinces or territories of Canada, and is not in breach of any requirement of applicable securities laws.

4. Prior to the completion of the Arrangement (as defined below), dentalcorp Holdings Ltd. (Dentalcorp) was a corporation governed by the BCBCA and a reporting issuer in each of the provinces and territories of Canada, with its head office located at 181 Bay Street, Suite 2600, Toronto, Ontario, M5J 2T3.

5. On September 26, 2025, the Filer, Aryeh Bidco Investment Ltd. (the Purchaser), and Dentalcorp entered into an arrangement agreement (the Arrangement Agreement) pursuant to which the Purchaser, a wholly-owned subsidiary of the Filer, agreed to acquire all of the issued and outstanding shares of Dentalcorp, other than the Rollover Shares (as defined below), pursuant to a plan of arrangement under Division 5 of Part 9 of the BCBCA (the Arrangement). The Arrangement was approved by Dentalcorp security holders on December 2, 2025. After closing of the Arrangement on January 14, 2026, Dentalcorp amalgamated with one of its wholly-owned subsidiaries and with the Purchaser to form dentalcorp Health Services Ltd., a wholly-owned subsidiary of the Filer, which ceased to be a reporting issuer on February 3, 2026.

6. In connection with the Arrangement, Graham Rosenberg, the founder and Chief Executive Officer of Dentalcorp, and Nate Tchaplia, the President and Chief Financial Officer of Dentalcorp, entered into share exchange agreements with the Filer pursuant to which they agreed to exchange approximately 50% and 40% of their shares of Dentalcorp (the Supporting Shareholder Rollover Shares), respectively, for Shares. In addition, each dentist (a Dental Principal) responsible for overseeing the day-to-day operations of one or more of Dentalcorp’s practice locations pursuant to one or more services agreements with Dentalcorp was given the opportunity (the Rollover Opportunity) to elect to exchange all or a portion of their subordinate voting shares of Dentalcorp (the Dentist Rollover Shares and, together with the Supporting Shareholder Rollover Shares, the Rollover Shares) for Class E Voting Common Shares of the Filer (Class E Shares).

7. As of the date of this decision, the Filer’s authorized share capital consists of: (a) an unlimited number of Class A Voting Common Shares of the Filer (Class A Shares), of which 137,121,627 are issued and outstanding; (b) an unlimited number of Class B Voting Common Shares of the Filer (Class B Shares), of which 4,127,267 are issued and outstanding; (c) an unlimited number of Class C Voting Common Shares of the Filer (Class C Shares), of which 500,453 are issued and outstanding; (d) an unlimited number of Class D Non-Voting Common Shares of the Filer (Class D Shares), of which 10,909,092 are issued and outstanding; (e) an unlimited number of Class E Shares, of which 1,161,644 are issued and outstanding; and (f) an unlimited number of Class F Non-Voting Common Shares of the Filer (Class F Shares), of which none are issued and outstanding.

8. As of the date of this decision: (a) the Class A Shares are held by a single holder, being Aryeh Aggregator LP, an entity controlled by GTCR LLC; (b) the Class B Shares are held by a single holder, being an entity controlled by Mr. Rosenberg; (c) the Class C Shares are held by a single holder, being an entity controlled by Mr. Tchaplia; (d) the Class D Shares are held by an aggregate of three holders, each of whom is an employee of the Filer or an affiliate of the Filer; and (e) the Class E Shares are held by an aggregate of 59 holders, each of whom is a Dental Principal that participated in the Rollover Opportunity.

9. Each Class A Share, Class B Share, Class C Share, and Class E Share is entitled to one vote in respect of all matters voted on by the Filer’s shareholders. The Class D Shares and Class F Shares are non-voting Shares issued pursuant to the Filer’s management incentive plan. Class F Shares will be issued upon the exercise of options, which are yet to be granted.

10. It is anticipated that Class E Shares or Shares of another class will be issued to new Dental Principals in the future in connection with the Dental Principal’s sale of a dental practice and the acquisition by the Filer’s affiliate of the institutional healthcare portion of such dental practice (a Dental Healthcare Endeavour) or otherwise. For greater certainty, the Filer and its affiliates will not acquire the portion of the existing dental business that relates to the professional practice of dentistry (the Professional Dental Endeavour), which is at all times owned by one or more Dental Principals and operated independently and with full autonomy and control, free from any influence or interference whatsoever by the Filer or its affiliates.

11. At each Dental Healthcare Endeavour:

(a) the Filer or its affiliates provide:

(i) support for the business, management, human resources, and administrative aspects of the business operation; and

(ii) institutional healthcare and other services that are typically provided at, or in conjunction with, the Professional Dental Endeavour (which, for greater certainty, are not professional dentistry services) (the Healthcare Services)

(collectively, the Business); and

(b) a Dental Principal undertakes, on behalf of the Filer or its affiliates (and in parallel to such Dental Principal’s separate direct or indirect ownership of and supervision of the Professional Dental Endeavour), the delivery or supervision of Healthcare Services.

12. Currently, the Filer, through its affiliates, conducts the Business at Dental Healthcare Endeavours in each of the provinces of Canada and in the Yukon.

13. The relationship between each Dental Principal and the Filer in respect of a Dental Healthcare Endeavour is governed by the terms of a services agreement that is entered into between, inter alia, the Dental Principal (and the professional corporation through which they provide their services, if applicable) and an affiliate of the Filer (a Services Agreement).

14. Pursuant to the terms of the Services Agreement, the Dental Principal:

(a) provides, or in the case of a delegated service, supervises the provision of, Healthcare Services, with a view to enhancing and improving the relationship between the Dental Healthcare Endeavour and its clients;

(b) supports the interests of the Filer and its affiliates in the operation of the Business;

(c) ensures that the Dental Healthcare Endeavour operates in accordance with workplace policies, practices, and guidelines established by the Filer; and

(d) agrees to provide professional dental services to the Professional Dental Endeavour operating in conjunction with such Dental Healthcare Endeavour.

15. Pursuant to the terms of the Services Agreement, the Dental Principal (or their respective professional corporation, if applicable) is allocated a percentage of the revenue derived from the Dental Healthcare Endeavour and the Professional Dental Endeavour, net of certain fees.

16. Due to certain legal requirements in respect of the professional practice of dentistry in Canada, the Dental Principals do not provide professional dental services as employees of the Filer and operate as independent contractors.

17. As a condition to acquiring any Shares, each Dental Principal (and any holding entity through which such Dental Principal will hold the acquired Shares) is required to become a party to, and agree to be subject to the terms and conditions of, a shareholder agreement (the Shareholder Agreement). The Shareholder Agreement provides for certain liquidity rights, including the right for the Filer or an affiliate or assignee to purchase Shares that are beneficially owned, or over which control or direction is exercised, by Dental Principals (Dentist Shares) in certain circumstances. The Shareholder Agreement also includes certain rights in respect of the sale of the Business, including customary piggy-back and drag-along rights that restrict and govern the transfer of Dentist Shares. The terms and conditions of the Shareholder Agreement do not, in any way, govern the operation of the Business or any Dental Healthcare Endeavour.

18. Each Dental Principal:

(a) is entitled to receive the Filer’s annual financial statements or comparable information in respect of the Filer’s operating subsidiaries;

(b) has the right, under their Services Agreement, to access the books and records of the applicable Dental Healthcare Endeavour; and

(c) is invited to attend an annual meeting of Dental Principals during which the Filer provides detailed information regarding the Business and the Filer’s financial and operating results.

(collectively, the Information and Access Rights).

19. Sections 4.3 and 4.9 of NI 62-104 provide exemptions (the Exemptions) from the take-over bid and issuer bid requirements set out in Part 2 of NI 62-104 (the Take-over Bid and Issuer Bid Requirements) in respect of a non-reporting issuer if:

(a) the offeree issuer is not a reporting issuer;

(b) there is no published market for the securities that are the subject of the bid; and

(c) the number of security holders of that class of securities at the commencement of the bid is not more than 50, exclusive of holders who (i) are in the employment of the offeree issuer or an affiliate of the offeree issuer, or (ii) were formerly in the employment of the offeree issuer or in the employment of an entity that was an affiliate of the offeree issuer at the time of that employment, and who while in that employment were, and have continued after that employment to be, security holders of the offeree issuer.

20. As the Filer has more than 50 holders of Class E Shares that are not current or former employees of the Filer or an affiliate thereof, the Exemptions from the Take-over Bid and Issuer Bid Requirements are not available in respect of Subject Transactions involving Class E Shares.

21. Given that the Filer is not a reporting issuer, or its equivalent, in any of the provinces or territories of Canada, and that there is no published market for any class of Shares, if the Dental Principals were treated in the same manner as employees:

(a) the number of holders of Class E Shares, exclusive of current and former employees, would not be more than 50, in which case Subject Transactions involving Class E Shares would be exempt from the Take-over Bid and Issuer Bid Requirements; and

(b) it would be more likely that the number of holders of each other class of Shares, exclusive of current and former employees, would continue to be not more than 50, in which case Subject Transactions involving such other classes of Shares would be exempt from the Take-over Bid and Issuer Bid Requirements.

Decision

The principal regulator is satisfied that the decision meets the test set out in the Legislation for the principal regulator to make the decision.

The decision of the principal regulator under the Legislation is that the Exemption Sought is granted provided that, at the time of each Subject Transaction:

(a) the Filer is not a reporting issuer;

(b) there is no published market for the applicable class of Shares;

(c) the Information and Access Rights have been and are being fulfilled by the Filer; and

(d) the number of holders of the applicable class of Shares is not more than 50, exclusive of holders who:

(i) are in the employment of the Filer or an affiliate of the Filer;

(ii) were formerly in the employment of the Filer or in the employment of an entity that was an affiliate of the Filer at the time of that employment, and who while in that employment were, and have continued after that employment to be, security holders of the Filer;

(iii) are Dental Principals who have entered into a Services Agreement that remains in force; or

(iv) were formerly Dental Principals who had entered into a Services Agreement, and who while party to the Services Agreement were, and have continued after the termination of the Services Agreement to be, security holders of the Filer.

“David Mendicino”

David Mendicino

Head, Mergers & Acquisitions

Ontario Securities Commission

File # 2025/0698