Worth reading
78Important
Scored from 4 of 5 sectionsDirection
Improvement
Direction inferred from the company’s description.Scale
900
US$ millionWording
Conditional
How definitive the wording is.This transaction
The acquisitionCounterpartyMultiple shareholders, including Dr. Dan Fischer
Disclosing companyMitsui Chemicals,Inc.
The voting-rights ratio is the share of the votes exercisable at a shareholders’ meeting that will be held after this transaction.
TimelineThe spacing between the points is proportional to the actual number of days.
Target company
Development, manufacture and sale of dental products, including whitening and restorative materials
Location Utah, United StatesShare capital US$10 thousand (as of 31 December 2025)Date of incorporation 1978
Net SalesUS$372.1 million (fiscal year ended December 2025)
Operating profitUS$30.9 million (fiscal year ended December 2025)
Net income for the current fiscal yearUS$24.0 million (fiscal year ended December 2025)
Net assetsUS$220.5 million (fiscal year ended December 2025)
Consideration and expenses
Acquisition priceUS$900 million (including the purchase price of the operating assets; customary adjustments will be made at closing to reflect net working capital, net interest-bearing debt and other items)
Impact on Business Performance
The impact of the acquisition on the company's financial results is currently under review.
Procedures and assumptions
Conditions Precedent to ExecutionEstablishment of the holding company, transfer of MCA's contractual position to the holding company, and receipt of the necessary approvals from the relevant administrative authorities and completion of the required notifications under the competition and investment regulations of the applicable countries
Management structure after acquisitionA US holding company wholly owned by MCA will oversee and manage Ultradent. Following completion of the acquisition, the global headquarters functions for the Mitsui Chemicals Group's oral care business will be transferred from Japan to the US holding company, and the company will combine the technologies and expertise of Mitsui Chemicals, Ultradent and Kulzer to develop mutually complementary product lineups and new products.
| Item | Details |
|---|---|
| Transaction name | The acquisition |
| Counterparty name | Multiple shareholders, including Dr. Dan Fischer |
| Name of the Subject Company | Ultradent Products, Inc. |
| Business Description of the Subject Company | Development, manufacture and sale of dental products, including whitening and restorative materials |
| Location of the Subject Company | Utah, United States |
| Capital Stock of the Subject Company | US$10 thousand (as of 31 December 2025) |
| Date of Establishment of the Subject Company | 1978 |
| Net Sales of the Subject Company | US$372.1 million (fiscal year ended December 2025) |
| Operating Profit of the Subject Company | US$30.9 million (fiscal year ended December 2025) |
| Net Income of the Subject Company | US$24.0 million (fiscal year ended December 2025) |
| Net Assets of the Subject Company | US$220.5 million (fiscal year ended December 2025) |
| Acquisition price | US$900 million (including the purchase price of the operating assets; customary adjustments will be made at closing to reflect net working capital, net interest-bearing debt and other items) |
| Number of shares acquired | 1,318 thousand shares (18 thousand voting rights) |
| Voting rights ownership percentage | Before 0% → after 100% |
| Impact on Business Performance | The impact of the acquisition on the company's financial results is currently under review. |
| Date of board resolution | 13 May 2026 |
| Contract Date | 12 June 2026 (scheduled) |
| Execution Date / Effective Date | September 2026 (planned) |
| Conditions Precedent to Execution | Establishment of the holding company, transfer of MCA's contractual position to the holding company, and receipt of the necessary approvals from the relevant administrative authorities and completion of the required notifications under the competition and investment regulations of the applicable countries |
| Management structure after acquisition | A US holding company wholly owned by MCA will oversee and manage Ultradent. Following completion of the acquisition, the global headquarters functions for the Mitsui Chemicals Group's oral care business will be transferred from Japan to the US holding company, and the company will combine the technologies and expertise of Mitsui Chemicals, Ultradent and Kulzer to develop mutually complementary product lineups and new products. |
Items this document does not state (12)
Expenses other than the acquisition priceType of ConsiderationMerger ratio/share exchange ratioTender offer priceMinimum number of shares to be purchasedTender offer periodFunding arrangementsGoodwill amountAmount of extraordinary income (loss)Valuation methodologyIndependent valuation institutionSpecial Committee
These are items the company does not state in this document. We do not leave them blank, nor fill them in from other sources or by inference.
The reasons the company gives
The company's own explanation, not something inferred from the numbers.To strengthen the oral care business platform in the Americas and incorporate Ultradent's technologies relating to whitening and restorative materials, as well as its direct sales channels to dental practices. The company also cites the aim of generating synergies through the integration of technologies and cross-selling products by leveraging the complementary regional and product portfolio positions of Kulzer.
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