BIRNER DENTAL MANAGEMENT SERVICES INC / MID-ATLANTIC DENTAL PARTNERS / Acquisition / Public

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, announced that it has entered into a definitive agreement to acquire Birner Dental Management Services, Inc. (OTCQX: BDMS). 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 (CVR) 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 (assuming full payout of the CVR) represents a 105% premium to Birner’s closing share price of $5.25 on October 2, 2018. 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.