Chicago-based Dimensional Dental Opco LLC agreed to Midwestern Dental Plans Inc. from Dimensional Seller HoldingsLLC pursuant to a July 16 securities purchase agreement.

According to a Form A filed July 21 with the Michigan Departmentof Insurance and Financial Services, the aggregate purchase price payable by DimensionalDental Opco for all of the issued and outstanding capital stock of Midwestern DentalPlans and certain other dental management businesses is $115.4 million in cash.

However, the sellers are allocating only $100,000 of the aggregatepurchase price to the purchase of the capital stock of Midwestern Dental Plans.Such amount is subject to adjustment based on the net working capital of the businessesand a deduction for the assumption of certain debt.

The closing of the deal is contingent upon, among other things,receipt of all necessary governmental approvals, including approval by the MichiganDepartment of Insurance and Financial Services, and other customary closing conditions.

Following the closing of the deal, Midwestern Dental Plans willbe a wholly owned subsidiary of Dimensional Dental Opco.