Dentsply Sirona : Byte Acquisition - Presentation

Dentsply Sirona Acquires Byte®

Creates Enhanced Scale in the Important Clear Aligner Market

January 4, 2021

Safe Harbor Statement

This communication, in addition to historical information, contains "forward-looking statements" regarding, among other things, future events or the future financial performance of Dentsply Sirona. Words such as "anticipate," "expect," "project," "intend," "believe," and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. Forward-looking statements relating to the transaction include, but are not limited to: statements about the benefits of the transaction, including future financial and operating results; Dentsply Sirona's plans, objectives, expectations and intentions; and other statements relating to the transaction that are not historical facts. Forward-looking statements are based on information currently available to Dentsply Sirona and involve estimates, expectations and projections. Investors are cautioned that all such forward-looking statements are subject to risks and uncertainties, and important factors could cause actual events or results to differ materially from those indicated by such forward-looking statements. With respect to the transaction, these factors could include, but are not limited to: the effect of future regulatory or legislative actions on the companies or the industries in which they operate; the continued strength of the dental and medical device markets; unexpected changes relating to competitive factors in the dental and medical devices industries; the timing, success and market reception for Dentsply Sirona's new and existing products; the possibility of new technologies outdating Dentsply Sirona's products; the outcomes of any litigation; continued support of Dentsply Sirona's products by influential dental and medical professionals; changes in the general economic environment, or social or political conditions, that could affect the businesses; the potential impact of the announcement or consummation of the transaction on relationships with customers, suppliers, competitors, management and other employees; the ability to attract new customers and retain existing customers in the manner anticipated; the ability to hire and retain key personnel; reliance on and integration of information technology systems; and the potential of international unrest, economic downturn or effects of currencies, tax assessments, tax adjustments, anticipated tax rates, raw material costs or availability, benefit or retirement plan costs, or other regulatory compliance costs.

Additional information concerning other risk factors is also contained in the section titled "Risk Factors" in Dentsply Sirona's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and any updating information in subsequent SEC filings including the Company's Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2020. Furthermore, many of these risks and uncertainties are currently amplified by and may continue to be amplified by or may, in the future, be amplified by, the novel coronavirus ("COVID-19") pandemic and the impact of varying private and governmental responses that affect our customers, employees, vendors and the economies and communities where they operate.

Many of these risks, uncertainties and assumptions are beyond Dentsply Sirona's ability to control or predict. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. Furthermore, forward-looking statements speak only as of the information currently available to the parties on the date they are made, and Dentsply Sirona undertakes no obligation to update publicly or revise any forward-looking statements to reflect events or circumstances that may arise after the date of this communication. Dentsply Sirona gives no assurance (1) that it will achieve its expectations, or (2) concerning any result or the timing thereof. All subsequent written and oral forward-looking statements concerning Dentsply Sirona, the transaction, or other matters and attributable to Dentsply Sirona or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

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Today's Speakers

Donald M. Casey		Jorge Gomez		Neeraj Gunsagar
Chief Executive Officer		Chief Financial Officer		Chief Executive Officer
Dentsply Sirona		Dentsply Sirona		Byte

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Don Casey, CEO

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Our Strategy & Vision

Take advantage of the unique global breadth and depth of Dentsply Sirona to create more meaningful solutions for dentists built around innovative products and differentiated clinical education.

Grow		Improve		Simplify the
Revenues		Margins		Organization

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Compelling Strategic and Financial Rationale

✓✓✓

Significantly enhances scale	Increases access to quality	Accretive to long-term
in the important clear aligner	dental care for additional	financial targets and Non-
market	patients	GAAP EPS in 2021

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Strategic Acquisition Provides Mutual Benefits

• Global dental solutions platform with strong network of dental partners
• A leader in dental innovation with proven R&D engine
• Extensive supply chain and logistics network
• SureSmile® in-office clear aligner solution provides outstanding digital treatment planning supporting excellent patient outcomes

• DTC approach increases access to dental care
• Advanced technology provides quality orthodontic care for mild to moderate needs
• Strong consumer brand and marketing analytics

Increases Scale		Unlocks Growth		Broadens Reach		Deepens Relationships

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Neeraj Gunsagar, CEO of Byte

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Leading Direct-to-Consumer,Doctor-Directed Clear Aligner Company

Increasing access to dental care for patients with mild to moderate orthodontic needs through a nationwide network of licensed dental practitioners and easy-to-useclear aligner system

• Founded in 2017 and headquartered in Los Angeles
• Highly innovative platform
• • Technology provides fast and convenient at-home aligner system
  • Effective treatment planning overseen by network of licensed dentists and orthodontists
  • Leverages marketing analytics to drive customer acquisition and satisfaction
  • Cost effective treatment expands access to populations where cost has been prohibitive
• Strong management team and employee base
• High-growth,profitable financial profile

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Strong Platform Offering Competitive and Differentiated Capabilities

Fast results for mild to moderate orthodontic needs	✓
Doctor-directed care	✓
Excellent patient outcomes	✓
100% approval financing	✓
Accelerating device included	✓
Customer-experience driven, onshore customer service	✓
Advanced back end technology	✓

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Jorge Gomez, CFO

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Transaction Summary

Transaction	▪ Transaction valued at ~$1.04 billion with $160 million of expected future tax benefits
Structure	▪ Funded with cash on hand
Compelling	▪ Clear aligners is a fast-growing segment within the dental market
Strategic	▪ Transaction expands product offerings, customer base, and provides access to new markets
Rationale	▪ Dentsply Sirona's R&D, supply chain & commercial expertise expected to further enhance Byte growth
Strong	▪ Provides accretion to Dentsply Sirona's 3-4%long-term revenue growth rate
Financial	▪ Combined clear aligner annual revenue run-rate expected to be in excess of $300 million by end of 2021
Benefits	▪ Expect Non-GAAP EPS accretion of at least $0.05 in 2021
Leadership	▪ Neeraj Gunsagar and existing management team will continue to operate the business
Timing	▪ Acquisition closed on December 31, 2020

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Strong Financial Impact and Outlook

Accretive to Long-Term Financial

Targets

• Provides accretion to Dentsply Sirona's 3-4%long-term revenue growth rate
• • Byte expected 2021 run-rate sales of at least $200 million
• Combined clear aligner portfolio estimated to generate revenue run-rate in excess of $300 million by end of 2021

Accretive to Non-GAAP EPS

• Byte is already profitable
• Non-GAAPEPS accretion expected of at least $0.05 in 2021
• Incrementally accretive to earnings in the years thereafter

NPV of tax benefits associated with transaction estimated to be approximately $160 million

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Creating Sustainable Value in 2021 and Beyond

2018 Restructuring Pillars and Execution KPIs

	Grow			Improve			Simplify
	Revenues			Margins			the Organization
▪	Revamped innovation engine		▪ Integrated into a single supply chain		▪	Implemented operating structure
▪	Improved demand creation		▪	Implemented disciplined cost			designed to take advantage of scale
	capabilities			management program		▪	Achieved headcount reduction goals
▪	Expanded footprint in growing		▪	Completed 6 portfolio shaping		▪ On track to achieve $250mm in cost
	markets			initiatives			savings by the end of 2021

▪ 22% OI margin by the end of 2022

Strategic acquisition helps deliver on strategy to grow revenues and build long-term value creation

• Strengthened R&D and commercial platforms well-positioned to execute on compelling value of transaction
• Combined clear aligner portfolio to drive continued revenue growth, increase patient access and support dental partners
• Positioned to capitalize on the important clear aligner market

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Key Transaction Highlights

✓✓✓

Significantly enhances scale	Increases access to quality	Accretive to long-term
in the important clear aligner	dental care for additional	financial targets and Non-
market	patients	GAAP EPS in 2021

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Thank You