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A drawn-out battle for control of Pacific Smiles (ASX: PSQ) has finally come to a close after 11 months with suitor Genesis Capital now holding the majority of shares in the listed dental group as it plans to install its founder Dr Michael Caristo as chairman.
The percentage of shares held by Genesis has risen from 32.9 per cent to 59.2 per cent over the past week since the board recommended shareholders accept a $311 million on-market takeover bid.
The board had long resisted advances from Genesis which first tipped in a $223 million bid in December last year, bringing up old rivalries with Pacific Smiles co-founder Dr Alex Abrahams who had previously lost out to Genesis in an attempt to pick up the assets of collapsed dental roll-up Smiles Inclusive.
The group was even looking at the prospect of a $327 million takeover from Crescent Capital Partners-backed National Dental Care (NDC), but Genesis managed to leverage its substantial holding acquired in Pacific to scupper the deal.
Until last week the board held steadfast against a Genesis takeover, but on 22 November it reached the conclusion that "the risks associated with continuing to hold Pacific Smiles Shares now outweigh the advantages", urging shareholders to accept the offer.
This set in motion a progressive increase in Genesis' holdings. Now that it holds the majority of shares, the decision has been made that Pacific Smiles chairman Giselle Collins will step down to make way for Caristo after the next board meeting on 16 December.
Two of Pacific Smiles' four other non-executive directors are also set to depart, emptying seats for the appointment of Chris Yoo and Tara Hariharan, partner and investment manager respectively at Genesis Capital.
From a starting point of nine clinics acquired from Smiles Inclusive, Genesis has been growing its portfolio in the dental space including the relaunch of Bounce Dentistry, the addition of Sale Street Dental in Orange, and the merger in October 2022 between Totally Smiles and About Smiles.
This merger, controlled by Genesis, led to the creation of Impression Dental Group which has been led by former Smiles Inclusive chief operating officer (COO) Mark O'Brien.
Impression recently acquired Melbourne clinic Complete Dental Care (CDC) in September this year, having previously acquired another Melbourne business QV Dental around the same time it started its journey to gain control of Pacific Smiles.
Other acquisitions in recent years include Tooth Booth Dentists in south-east Queensland, Darling Dental in Tamworth, and Coolum Beach Dental on the Sunshine Coast.
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