Portman Healthcare (Holdings) Limited agreed to acquire Dentex Healthcare Group Limited on August 22, 2022. Dentex?s senior management will be remaining with the new combined business with Barry Lanesman continuing in his role as Dentex CEO. The Transaction will result in the disposal of the Company?s entire shareholding in Dentex which will be settled through a combination of cash and shares in the merged business. The Transaction is subject to approval from the Competition and Markets Authority (?CMA?) in the United Kingdom (?UK?) and customary regulatory approvals. The expected timing of completion of the Transaction is during late 2022 or the first half of 2023. As of December 16, 2022, the Competition and Markets Authority announced the launch of its merger inquiry. The Transaction resulted in Portman acquiring 100% of the ordinary equity in Dentex, with shareholders in Dentex receiving a combination of cash, loan notes and equity in the merged business. Universal Partners' share of the consideration, net of Transaction fees and costs, is £65.5 million, payable as follows: - £30.3 million cash; - £35.2 million worth of shareholder loan notes and ordinary shares in Portman. (collectively, "UPL Exit Proceeds") The shareholder loan notes rank pari passu with existing Portman shareholder loan notes. The value attributable to the ordinary shares is based on the agreed merger valuation negotiated at signing of the Transaction in August 2022 and will result in UPL owning a minority shareholding in the group. James McClymont, Paul Buchan and Ajal Notowicz of Milbank LLP advised Dentex Healthcare Group Limited. Jefferies International Limited acted as financial advisor to the company in the transaction. Moelis & Company acted as financial advisor and Baker McKenzie as legal advisor to Portman Healthcare (Holdings) Limited.

Portman Healthcare (Holdings) Limited completed the acquisition of Dentex Healthcare Group Limited from Universal Partners Limited (MUSE:UPL.N0000) on April 13, 2023.