Buying and acquisitions

M&A Spotlight: 1300Smiles

How a rural Queensland dentist built a 33-clinic listed dental group through disciplined, cash-funded acquisitions and returned 10× to IPO investors.

Summary

Industry

1300Smiles Limited (ASX: ONT) was an Australian dental practice consolidator.

Strategy

1300Smiles' acquisition strategy was to cherry-pick quality small practices at reasonable prices. The company was publicly listed in 2005 and acquired ~25 practices.

Current status

In December 2021, 1300Smiles was acquired via scheme of arrangement by Abano Healthcare (owned by BGH Capital and the Ontario Teachers' Pension Plan Board) in a $165m transaction.

Investor returns

The acquisition offer equated to $8.00 per share in cash for most shareholders. This price valued the company at about 13.5× FY21 EBITDA. Early investors were rewarded handsomely: IPO shareholders who bought at $0.80 realised an effective 10× return on their initial investment.

As at

October 2025, when this case study was first published. Figures and company status reflect information available at that date.

Company Background

1300Smiles was founded by Dr Daryl Holmes, originally a Royal Australian Air Force dental officer who started his own private dental practices in rural North Queensland around 1991.

1300Smiles Limited was formally incorporated in 2000. Holmes had a vision to offer high-quality, affordable family dental care, which began with clinics in Home Hill and Ayr (near Townsville) and expanded across Queensland and New South Wales.

The business listed on the ASX in 2005 at $0.80 per share, raising only ~$1.3m, reflecting its small initial size.

Holmes remained the driving force and majority shareholder (around 60% ownership post-listing) throughout the company's public life. Under his leadership as Managing Director, 1300Smiles steadily grew from a handful of clinics to 33 clinics and 180,000 patients annually by 2021. By 2021 it had:

  • 33 clinics
  • 180,000 patients a year
  • ~60% founder ownership after listing

Business Model

How the company makes money

The fundamental business model revolved around the ownership and operation of full-service dental facilities across Australia, with its primary operational footprint extending across Queensland and New South Wales.

Rather than directly employing a vast number of dentists, the company primarily enabled self-employed dental professionals to operate their practices by providing access to fully equipped dental surgeries, comprehensive practice management services and various other support functions. The scope of services offered by 1300Smiles' network was broad, encompassing general dental, children's dental, cosmetic procedures, orthodontics, restorative treatments and preventive care.

Beyond clinical facilities, the company provided extensive centralised support in critical business areas for the dentists: administration, marketing, finance and human resources. This integrated support system was designed to enhance operational efficiency and service quality across its growing network, while allowing the dentists to focus on patients.

Acquisition Strategy

Overview

Dr Daryl Holmes established a distinct acquisition philosophy focused on revitalising existing dental practices. His approach involved acquiring ageing dental facilities, upgrading them with new equipment and state-of-the-art systems, and then operating them under a unified brand. 1300Smiles followed a "buy-and-build" strategy with very strict acquisition criteria.

Strict valuation

The group aimed for ~4× EBIT purchase multiples. Deals were often structured with ~50% of the price upfront and the remainder tied to performance earn-outs over 2–3 years. This ensured sellers remained motivated to grow the practice post-acquisition, and 1300Smiles only paid the full price if the practice's earnings grew at least ~10% annually as expected.

Immediate earnings accretion

Holmes required that "every acquisition must deliver an immediate positive increment to earnings per share." This meant buying clinics at low enough multiples that the acquired profits would increase 1300Smiles' EPS from day one. The company explicitly avoided overpaying just to boost revenue.

Cultural fit and retention

1300Smiles sought owner-dentists willing to stay on under its model. The standard approach was to bring the dentist and staff into the 1300Smiles fold, handling their admin, marketing and billing in exchange for a service fee. The earn-out structures further aligned incentives, while maintaining clinical autonomy for dentists.

Focus on family dentistry

1300Smiles deliberately focused on general dental clinics with stable, repeat business (check-ups, family dental care) rather than high-end cosmetic or specialist practices that depend on discretionary spending. This conservative approach meant the earnings of acquired clinics were relatively resilient to economic swings.

No "empire building"

Dr Holmes did not chase rapid roll-up for its own sake. "We do NOT measure our success by the number of acquisitions… We measure by the QUALITY of the businesses we acquire, build, and expand," he told shareholders. This disciplined approach meant some years saw multiple acquisitions and some saw none, depending on market opportunities.

Acquisition and Growth Timeline

The list of acquisitions reveals a clear geographical and strategic pattern, focusing on building regional clusters and leveraging existing strengths.

2005–2010 · Listed on ASX

Grew to ~17 clinics by 2009 through regional QLD acquisitions. Early acquisitions focused on North Queensland and coastal areas (Townsville, Cairns, Mackay).

2008 · Major acquisitions

Major acquisitions in Toowoomba (February) and Bundaberg (June), securing prominent locations in fast-growing areas and further solidifying the company's presence in major Queensland population centres.

2011–2012 · Raised ~$8.3m

Raised ~$8.3m via new shares to institutions in 2011 (at $3.50) to fund growth. Used funds to acquire two sizeable Sunshine Coast practices (Caloundra and Warana) in January 2012, bringing the network to 23 clinics.

2014 · Significant acquisitions

Acquired BOH Dental Group in the Brisbane CBD for $7.75m in cash and $2m in vendor finance, establishing a strong base for growth in central Brisbane.

2017 · Breakthrough year

Five acquisitions completed, including Family Care Orthodontics clinics in Bathurst and Chatswood (NSW), marking entry into the NSW market, and Dental Centre practices in Gladstone, Roma and Maleny (QLD).

2018 · Continued expansion

Continued expansion in South-East QLD with acquisitions in Buderim (Sunshine Coast), Noosa, and Sydney's North Shore (Cammeray). By the end of 2018, the network was firmly in both QLD and NSW, with ~30 clinics.

2019 · A flurry of bolt-ons

Bolt-ons including Strathpine (Brisbane north), Springfield Lakes and Maroochydore, and Gatton and Laidley (rural QLD), taking total sites to the mid-30s.

2020 · Further acquisition

Acquired a further practice in Bundaberg, QLD, expanding in the Wide Bay region despite COVID-19 pandemic challenges.

2021 · Final acquisitions prior to sale

Final acquisitions included a large four-chair practice in Chinchilla, QLD (July) and another substantial practice in Bundaberg (~$1.6m annual revenue) in August.

Capital for Growth

1300Smiles primarily funded its growth, including acquisitions, through a combination of strong internal cash flow and a conservative approach to debt. The company aimed to keep debt low, allowing its operational cash flow to support expansion.

Internal cash flows

The primary source of acquisition funding was the company's own operating cash flow. 1300Smiles was a strongly cash-generative business, paying out only 50–80% of profits as dividends and retaining the rest for expansion.

Debt financing

1300Smiles maintained conservative leverage, using bank debt when needed. Net debt was ~$17m by 2020–21, which was modest relative to the company's cash flows and asset base. The company's approach was to borrow at low interest to buy clinics at high earnings yields, thereby boosting equity returns.

Equity raises

Holmes was famously averse to diluting shareholders. Only one significant equity raise took place after the IPO: in September 2011, 1300Smiles issued ~2.37 million new shares to institutional investors at $3.50, raising roughly $8.3m. After this 2011 capital injection, the company did not issue any new ordinary shares for the rest of its public life.

Financial Performance

Revenue growth

The company expanded from 17 clinics in 2009 to 33 clinics by 2021. Statutory revenue roughly doubled over the decade, from about $22.4m in FY09 to $44.9m in FY21 (with over-the-counter revenue of ~$65.8m including dentist fees).

Profitability

1300Smiles remained solidly profitable throughout, with net profit after tax growing from $3.8m in 2009 to an estimated $8–9m by 2021. The company consistently generated double-digit margins and maintained superior profitability compared to competitors.

Dividends

The company established a reliable dividend record, with dividends per share growing in 9 out of 10 years leading up to 2017. By the late 2010s, 1300Smiles was paying ~25 cents per share annually in fully franked dividends, equating to a yield of ~4–5% at prevailing share prices.

Investor Returns

The numbers speak for themselves: IPO shareholders who invested at $0.80 per share realised a tenfold return upon the Abano acquisition at $8.00 per share, not including the substantial fully franked dividends received over 16 years.

Even investors who bought shares after the 2011 placement saw their investment double by 2021. The total shareholder return significantly outpaced broader market indices, validating the long-term value creation potential of disciplined healthcare consolidation.

Notably, founder shareholder Dr Daryl Holmes maintained a tight grip on the share register (initially holding ~75%, later ~60% after one institutional placement) up until the sale.

Chart (bubbles): 1300Smiles share price at key points

  • 2005 IPO: $0.80
  • 2011 placement: $3.50
  • 2021 sale: $8.00

Source: Deal Advisory analysis.

The Sale to Abano Healthcare

In 2021, 1300Smiles was acquired by Adams Aus Bidco Pty Limited, a subsidiary of the Abano Healthcare Group (owned by BGH Capital and the Ontario Teachers' Pension Plan Board). The acquisition was structured as a scheme of arrangement, becoming effective on 17 November 2021.

For Abano Healthcare, the acquisition was a strategic move to significantly expand its footprint within the Australian dental market. Abano's existing Maven Dental brand comprised 106 practices, and the addition of 1300Smiles' 33 practices substantially bolstered the network.

The financial terms reflected the value created by 1300Smiles over its operational history: an enterprise value of $165m, and an EV/EBITDA multiple of 13.5× (based on FY21 underlying EBITDA of $12.2m).

Following the successful scheme, trading in 1300Smiles shares on the ASX was suspended on 18 November 2021, and the company was removed from the official ASX list on 2 December 2021.

Key Learnings

The 1300Smiles story stands as a compelling testament to how disciplined acquisition strategies can create extraordinary value in fragmented healthcare markets.

Under Dr Daryl Holmes' visionary leadership, what began as a single dental practice in rural Queensland evolved into Australia's premier dental consolidator, pioneering the country's first publicly listed dental company and delivering exceptional returns to shareholders over nearly two decades.

Strategic discipline over growth at any cost

Unlike many competitors who pursued aggressive expansion, 1300Smiles maintained unwavering discipline in its acquisition criteria.

Financial conservatism as a competitive advantage

The company's conservative capital structure and aversion to shareholder dilution created a sustainable competitive moat. By funding growth primarily through internal cash flows and modest debt, while avoiding the serial equity raises that plagued many roll-ups, 1300Smiles ensured every acquisition was genuinely accretive to earnings per share. This approach contrasted sharply with competitors whose "aggressive issue of new shares to buy practices" ultimately diluted shareholders and destroyed value.

Focus on defensive, recurring revenue streams

The strategic decision to target general family dentistry practices rather than high-end cosmetic or specialist services provided recession-resistant cash flows. This defensive positioning in essential healthcare services, combined with the recurring nature of dental check-ups and family care, created a stable foundation for growth that weathered economic cycles and industry disruptions.

Thinking about selling?

Get a free, data-backed estimate of what your business could be worth.

Get your free appraisal

Financial Disclosure

The case studies presented on this site are provided for educational and informational purposes only. They include financial information, performance data and transaction examples to illustrate key concepts.

  • No financial advice: the information contained in these case studies does not constitute financial, investment, legal, accounting or tax advice. Readers should not rely on this material as a substitute for professional advice tailored to their specific circumstances.
  • Historical and hypothetical information: where past financial performance is referenced, it should not be taken as an indication of future results. Any projections, forecasts or estimates are illustrative only and may not occur as described.
  • No guarantee: the case studies are not intended to suggest that any particular business strategy, structure or transaction will achieve similar results in practice. Market conditions, industry trends and company-specific factors can all materially affect outcomes.
  • Independent advice recommended: readers are strongly encouraged to seek independent financial, legal or other professional advice before making any decisions related to business acquisitions, investments or sales.

By reviewing these case studies, you acknowledge that the authors, publishers or distributors of this material are not responsible for any actions taken based on the information provided.