M&A Deal Scenario Summary

Dentiza® — M&A Deal Scenario Summary
DENTIZA®
BiziMobile Inc. · Ottawa, ON · Miami, FL
Strategic M&A Deal Scenario Summary
Prepared for banker / advisor review · April 2026
Confidential
DSO Stack Baseline
$8,050/mo
$96,600/yr per location
Revenue Lift (documented)
18–26%
Conservative 18% used throughout
Avg Location Revenue
$1.5M/yr
Conservative floor
Platform Deployed
225 locs · 8 countries
SR&ED validated since 2017

Acquisition Scenarios by Location Scale

4 scenarios · conservative 18% lift throughout
Scenario 1 · Tier 1 · $6,000/mo per location
50 Locations — Regional DSO / PE-Backed Growth Group
Value Created (Year 1)
Dentiza annual cost
$3.6M/yr
DSO stack replaced
$4.8M/yr
Net stack saving
$1.2M/yr
Revenue lift @ 18%
$13.5M/yr
Total annual added value
$14.7M
ROI multiple
4.1×
Acquisition cost recovered
12.8 months
Indicative Offer Range
Offer range: $8M — $20M
$8M floor$20M ceiling
Financial buyer: 2–4× Dentiza ARR ($7M–$14M). Strategic DSO with deployment data: $15M–$20M if same-store growth is documented. PE rollup: values the competitive moat, not just the cost saving.
Note: At this scale, earnout represents 35–50% of total deal value. Cash at close: $5M–$12M.
Deal Mechanics
  • Cash at close: $5M–$12M
  • Earnout: $3M–$8M over 24–36 months tied to same-store revenue lift and implant case volume
  • Retention: Consulting agreement 18–24 months, defined deliverables (not employment)
  • Equity rollover: 10–15% of deal value into acquiring entity
  • Non-compete: 3–5 years, North American dental vertical
  • Earnout protection: Full acceleration on termination without cause
Scenario 2 · Tier 2 · $5,500/mo per location · Recommended opening conversation
100 Locations — National DSO / PE Platform with Growth Mandate
Value Created (Year 1)
Dentiza annual cost
$6.6M/yr
DSO stack replaced
$9.7M/yr
Net stack saving
$3.1M/yr
Revenue lift @ 18%
$27.0M/yr
Total annual added value
$30.1M
ROI multiple
4.6×
Acquisition cost recovered
11.7 months
Indicative Offer Range
Offer range: $20M — $45M
$20M floor$45M ceiling
Financial buyer: 3–5× Dentiza ARR ($20M–$33M). Strategic buyer who understands EBITDA multiplier effect: $35M–$45M. A banker representing Dentiza would position at 15% of Year 1 added value ($4.5M) × 5 years as a floor argument.
Sweet spot: Largest pool of qualified buyers at this scale. Most realistic near-term deal. Cash at close: $15M–$25M.
Deal Mechanics
  • Cash at close: $15M–$25M
  • Earnout: $5M–$20M over 36 months tied to new patient volume, implant case count, same-store production growth
  • Retention: Both founders retained 24–36 months as strategic consultants or platform VPs at market rate
  • Equity rollover: 10–20% of deal value — gives upside on buyer's exit
  • Non-compete: 5 years, North American dental vertical
  • Anti-dilution: Protect equity rollover position
  • Earnout protection: Full acceleration on termination without cause; KPI definitions locked at close
Scenario 3 · Tier 2 · $5,500/mo per location
250 Locations — National DSO Preparing for Exit / Large PE Platform
Value Created (Year 1)
Dentiza annual cost
$16.5M/yr
DSO stack replaced
$24.1M/yr
Net stack saving
$7.7M/yr
Revenue lift @ 18%
$67.5M/yr
Total annual added value
$75.2M
EBITDA uplift @ 10×
$675M enterprise value
ROI multiple
4.6×
Acquisition cost recovered
11.7 months
Indicative Offer Range
Offer range: $45M — $90M
$45M floor$90M ceiling
Financial model floor: 3–6× Dentiza ARR ($50M–$100M). Strategic ceiling: buyer acquiring $675M in EBITDA uplift should rationally pay 10–15% of that value = $67M–$100M. A banker will argue this frame.
Advisory note: At this scale engage an M&A advisor before any conversation. Board process likely adds 4–6 months.
Deal Mechanics
  • Cash at close: $30M–$55M
  • Earnout: $15M–$35M over 36–60 months; KPIs include production per location, AI Employee booking conversion rate, implant case volume
  • Retention: Both founders 36 months — SVP/VP-level executive roles with full compensation packages, not consulting
  • Equity rollover: 15–25% with anti-dilution and ratchet provisions tied to EBITDA targets
  • Clawback provisions: Buyers may seek clawback if Year 1 lift targets missed — negotiate hard caps and cure periods
  • Non-compete: 5–7 years, global dental vertical
Scenario 4 · Tier 3 · $5,000/mo per location
500 Locations — Global Manufacturer / Top-5 DSO / Strategic Infrastructure Buyer
Value Created (Year 1)
Dentiza annual cost
$30.0M/yr
DSO stack replaced
$48.3M/yr
Net stack saving
$18.3M/yr
Revenue lift @ 18%
$135.0M/yr
Total annual added value
$153.3M
EBITDA uplift @ 10×
$1.35B enterprise value
ROI multiple
5.1×
Acquisition cost recovered
10.7 months
Indicative Offer Range
Offer range: $80M — $200M+
$80M floor$200M+ ceiling
Financial floor: 2–5× Dentiza ARR ($60M–$150M). Strategic premium from a manufacturer buying patient demand infrastructure: comparable health tech infrastructure acquisitions trade at 6–12× ARR = $180M–$360M. This is the only scenario with a nine-figure ceiling.
Strategic note: Straumann, Envista, Henry Schein. This is a board-level conversation. Requires investment banking representation.
Deal Mechanics
  • Cash at close: $60M–$120M
  • Earnout: $20M–$80M over 60 months tied to implant case volume, network expansion milestones, platform revenue growth
  • Retention: Both founders 3–5 years as senior executives — non-negotiable at this scale, institutional knowledge is the asset
  • Equity rollover: 20–30% with anti-dilution, ratchet provisions, and performance bonuses at platform milestones
  • Non-compete: 7–10 years, global dental and adjacent healthcare verticals
  • Change of control: Negotiate earnout acceleration if acquirer is itself acquired during earnout period

Strategic Positioning Advice

The 100-location scenario is your best opening conversation. The numbers are compelling ($30.1M added value, 11.7-month payback), the buyer pool is largest, and deal mechanics are manageable without a six-month board process. Use 250 and 500-location scenarios as the aspiration — not the opening ask.

Do not put an acquisition price in any deck or materials. Let the payback period carry the conversation. A buyer who sees $30.1M in Year 1 added value will arrive at their own number — and it will be higher than anything you name first.

Engage an M&A advisor or investment banker before any substantive conversation at 250+ locations. The difference in deal terms at that scale justifies the fee many times over.

Key Negotiation Protections

  • Earnout KPIs defined and locked at close — buyer cannot move the goalposts
  • Full earnout acceleration on termination without cause
  • Consulting agreement preferred over employment — you control your time
  • Equity rollover with anti-dilution provisions — protect your upside
  • Change-of-control clause — earnout accelerates if buyer is acquired
  • Cure period on any clawback — minimum 90 days to remediate performance
  • Platform usage restrictions — buyer cannot alter the system during earnout measurement period without consent
  • IP assignment scoped narrowly — retain rights to any pre-existing methodology