DentaQuest LLC has agreed to acquire DCP Holding Co., which does business as Dental Care Plus Inc., for $41.5 million in cash.

Dental Care will pay a special cash dividend to the holders of its common shares and restricted stock units in the aggregate amount of approximately $7.7 million, after holding back a set amount of capital and surplus and reserving enough cash to clear the mortgage on its Sharonville, Ohio, corporate headquarters.

Record holders of DCP common shares will receive about $3,010 per share in total cash consideration, comprising $2,514 from DentaQuest and a special dividend of $496 to be paid by Dental Care. Each Dental Care restricted share unit will, if unvested, vest and be canceled in exchange for the right to receive the equivalent cash payout, less any withholding taxes.

The transaction is subject to approval by state insurance regulatory authorities and approval by Dental Care shareholders. Completion is expected in the second or third quarter.

In certain circumstances, termination of the merger agreement may result in the payment of a termination fee of $2 million or $1.4 million by Dental Care to DentaQuest.