Investor Relations

History and profile

About OdontoPrev

OdontoPrev, listed in São Paulo since 2006, is the leading dental benefits provider in Latin America, and the largest company in the Brazilian healthcare sector in terms of members, with more than 7 million clients. The company is a member of the Novo Mercado at B3 and a constituent of the FTSE4Good Index, with quarterly cash dividends payments to shareholders, from more than 30 different countries.

Mission, vision, values and general principles

Mission

To become a major link between society and dentistry, adding value to this relationship by providing excellent services to both.

Vision

To be a benchmark in dental care services for millions of people throughout the world, significantly contributing to the evolution of these services.

Values

The Company wants everyone who interacts with OdontoPrev to feel this is an organization which is worth it. Therefore, the Company believes it is essential:

  • To offer high-quality and technically competent services.

  • To have relationships based on respect, transparency, integrity and trust.

  • To face challenges in a participative, flexibile manner and firmness of purpose.

  • To acknowledge and share the success with who effectively contribute to it.

  • To have constant commitment, focus and competence in the pursuit of results.

General Principles

The actions of Grupo OdontoPrev are guided by the following general principles:

  • Respect and appreciation of human beings and their fundamental rights;

  • Adoption of effective sustainable development practices;

  • Integrity, ethics and transparency;

  • Commitment to excellence with beneficiaries, clients and the accredited network.

History

OdontoPrev was founded in 1987 by dental care professionals who identified a business opportunity in providing dental benefits to corporate clients that had a history of providing dental benefits to their employees and that demanded a high degree of professionalism and quality.

On August 1998, Private Equity Fund investors, acquired the control of OdontoPrev. This association contributed significantly to our strategic position as a leader in the dental care sector and enabled us to develop innovative Corporate Governance practices for the healthcare industry in Brazil.

In 1999, we acquired Unidont (which at the time had approximately 84,000 members), increasing our membership base to 224,316 members.

In 2000, we merged Unidont into our company and acquired Clidec (which at the time had approximately 115,000 members), increasing our membership base to 446,750 members.

On December 1st, 2006, OdontoPrev completed initial public offering, raising R$171.411 million, net of placement expenses carried out in 2006. The primary public offering totaled 6,650,000 shares at a par value of R$28.00 per share, with an initial batch of 5,782,609 shares added to the 867,391 share from the supplementary batch (greenshoe).

With this operation, 18,643,973 shares were sold at a par value of R$28.00 per share, resulting R$522.031 million. Thus, OdontoPrev became a company with fragmented control, with a free-float of 84.2% of its shares.

On February 9th, 2007, after the approval of the ANS - National Supplementary Health Agency, OdontoPrev concluded the acquisition of DentalCorp quotas for R$25,244 thousand. DentalCorp is commercially focused on small and middle size companies and, according to ANS data, had 190,646 members in March 2007.

On April 4th, 2007, Private Equity investors sold their OdontoPrev holdings, amounting to 2,741,312 shares, marking their withdrawal from the Company.

On October 8th, after the approval from ANS, the acquisition of Rede Dental was completed. On September 30th, 2007, Rede Dental had 109,596 members.

On February 18th, 2008, the Care Plus Group, one of the leaders on medical plans and dedicated to the premium segment, and OdontoPrev, the largest dental plan operator in Brazil, announced a strategic alliance in oral health. The agreement between the parties began with the acquisition by OdontoPrev of 100% of Care Plus Dental Ltda, Biodent Assistência Odontológica S/A e S.R.J.S.P.E Empreendimentos e Participações Ltda, for R$ 29,670 thousand. On June 30th, 2008, Care Plus had 72,329 members.

On July 8th, 2008, OdontoPrev Serviços, a subsidiary of OdontoPrev S/A, exercised its option to buy the control of Easy Software, the leading company in the field of management software for dental offices, dental clinics and dental benefit companies. The acquisition price for 51% of Easy Software capital was R$3.1 million.

On September 1st, 2008, OdontoPrev exercised its option to buy Sepao Assistência Odontológica Empresarial Ltda. The basic price for Sepao was R$9 million, of which R$1 million was paid cash on June 25th, 2008. On October 31st, 2008, ANS approved the acquisition of Sepao.

On January 8th, 2009, ANS Approved the acquisition of Prontodente.

On March 9th, March 2009, ANS approved the acquisition of OdontoServ and ADCON.

On November 14th, 2008, Dental Partner Comércio de Produtos e Equipamentos Ltda. was created controlled by Clidec - Clinica Dentária Especializada Cura D‘ars Ltda., with operations starting in June 2009.

On October 18th, 2009 OdontoPrev‘s Board of Director approved the Association Agreement with Bradesco Dental S.A., a wholly-owned subsidiary of Bradesco Saúde S.A.. This agreement addresses the combination of the dental plan operation of both companies. Such combination occurred by means of the merger of shares of Bradesco Dental into OdontoPrev.

After approval of the National Health Agency (ANS) on December 23th, 2009, OdontoPrev incorporated Bradesco Dental. The EGM of July 1st, 2010 approved the merger of Bradesco Dental by OdontoPrev.

On August 19th, 2010, OdontoPrev signed Memorandum of Understanding, without binding effect, with BB Seguros S.A. (BB Insurance), Bradesco Seguros S.A. (Bradesco) and ZNT, aiming to form a strategic alliance for the development and commercialization of dental plans. The alliance involves studies to create a company with 75% of total capital (49.99% of voting shares and 100% of preferred capital) of BB Seguros and 25% of total capital (50.01% of voting ) of OdontoPrev. Will be made available on an exclusive distribution channels on Banco do Brasil (BB) branches the marketing of dental plans of OdontoPrev for a period of 20 years, including the hiring of dental plans for employees BB and their dependents.

On November 16th, 2010 OdontoPrev signed a non-binding MOU with BB Seguros Participações S.A. ("BB Seguros"), aiming to develop dental benefits to Banco do Brasil employees, retirees and family members. Also a JV will be created, to explore the opportunity to sell dental benefits within the Banco do Brasil distribution channels.

Despite the existence of the provisional agreement, the consummation of the transaction is subject to technical, legal and financial studies, to the signature of definitive documents and completion of legal formalities and regulatory requirements.

Focused on the dental value chain, on September 28th 2012, OdontoPrev acquired in partnership with Grupo Fleury, Grupo Papaiz, a leading dental diagnostics company in São Paulo. OdontoPrev will control 49% of the Company.

On June 11, 2013, OdontoPrev signed an Association Agreement with Banco do Brasil, BB Seguros Participações S.A. and BB Corretora de Seguros Administradora de Bens S.A, with the objective of, through a new company named Brasildental Operadora de Planos Odontológicos S.A. (Brasildental), developing and promoting, and through BB Corretora, distributing and commercializing dental plans under the brand BB Dental, with exclusivity in all of BB’s distribution channels in Brazil, for twenty (20) years and may be extended for equal periods. Brasildental’s initial corporate capital shall be of R$5 million, distributed in 100,000 common shares and 100,000 preferred shares, with the following ownership structure: (i) BB Seguros shall hold 49.99% of the common shares and 100% of preferred shares, representing a 74.99% ownership of the total capital, and (ii) Odontoprev shall hold 50.01% of the common shares, representing 25.01% of the total corporate capital. BB Seguros and Odontoprev shall be liable for the constitution of Brasildental’s initial capital in proportion to their respective holdings. On August 05th, 2013 the Administrative Council for Economic Defense (CADE) approved the agreement.

On October 14th, 2013, Bradesco Saúde and Randal Zanetti contracted the terms and conditions of a restructuring in their respective equity interests as well as a strategic consolidation which 1) the indirect acquisition, by Bradesco Saúde, and the sale by Randal, of equity interest in Odontoprev representing 6.5% of its total and voting corporate capital, 2) the proposal to change the CEO of the Company, which office, after approval by the Company’s Board of Directors, will no longer be occupied by Randal and will be occupied by Mr. Mauro Figueiredo, 3) Randal will, after approval by the shareholders meeting, be appointed as Deputy Chairman of the Company’s Board of Directors, and 4) the current shareholders agreement of the Company will be terminated and Randal will remain as direct shareholder of the Company, holding an equity interest equivalent to, approximately, 1% of its total and voting corporate capital. The effectiveness of the Restructuring is subject to the fulfillment of the legal and regulatory applicable requirements.

On August 25, 2014, in addition to the Material Facts dated on August 19th, 2010, on June 11th, 2013 and on August 5th, 2013, and the Notice to the Market released on March 12th, 2014, the Company informed that: 1- Due to the fulfillment of all precedent conditions provided in the Agreement signed on June 11th, 2013 ("Acordo de Associação e Outras Avenças" or "Acordo de Associação") by Odontoprev S.A. ("Odontoprev"), Odontoprev Serviços Ltda, BB Seguros Participações S.A. ("BB Seguros"), BB Corretora de Seguros e Administradora de Bens S.A. ("BB Corretora") and Banco do Brasil S.A., the referred Parties signed the final documents of the partnership on August 22nd, 2014; 2- Thus, Brasildental Operadora de Planos Odontológicos S.A. ("Brasildental") joined the "Acordo de Associação", becoming a Part of the Agreement, while Odontoprev and BB Seguros signed the Shareholders Agreement ("Acordo de Acionistas") of Brasildental. The Parties hereby clarified that began the commercial operations on this date.

On December 30, 2014, OdontoPrev S.A. was informed by Bradesco Saúde S.A. about the incorporation of its subsidiaries, Santa Rita de Cássia Empreendimentos, Comércio e Participações S.A., indirect shareholder of the Company, and ZNT Empreendimentos, Comércio e Participações S.A., direct shareholder of the Company. The total capital of the subsidiaries was wholly state owned by Bradesco Saúde. As a result, OdontoPrev informs that accordingly to art. No 12 of CVM instruction 358, Bradesco Saúde became the holder, given the incorporation of its subsidiaries and the sucession of its rights and obligations, of direct participation on OdontoPrev to 265,648,397 ordinary shares, representing 50.01% of total capital of the Company.

On April 27, 2016, the Board of Directors registered the resignation letter of Mr. Mauro Figueiredo, CEO, and appointed Mr. Rodrigo Bacellar to the same position. The change took place on June 1st, 2016. At the same meeting, members of Audit Committee and Human Resources Committee were reelected.

On August 06, 2018 it was approved the acquisition of Odonto System, a dental-only company, with 641 thousand beneficiaries and revenues of R$101 million in 2017.

Key milestone

1987 - Foundation by dental care professionals.

1997 - OdontoPrev become the market leader.

1998 - Private Equity Fund investors acquire OdontoPrev´s control.

1999 - Unidont acquisition. The Company reaches 224 thousand members.

2000 - Clidec acquisition. OdontoPrev achieves 447 thousand members.

2005 - OdontoPrev reaches to 1 million members.

2006 - Inicial Public Offering.

2007 - DentalCorp and Rede Dental acquisitions.
Private Equity investors sell their OdontoPrev shares.
OdontoPrev reaches 2 million members.

2008 - Care Plus, Sepao and Easy Software acquisitions.
The Company achieves 2.5 million members.

2009 - Prontodente and OdontoServ acquisitions.
Joint-Venture in Mexico.
Dental Partner starts operating in the dental material segment.
Bradesco Dental Association.
OdontoPrev gets to 4.2 million members.

2010 - Memorandum of Understanding with Banco do Brasil.
OdontoPrev reaches 5 million members.

2011 - OdontoPrev and Bradesco introduce SME plans at the bank branches. OdontoPrev surpasses 5.5 million members.

2012 - OdontoPrev and Bradesco introduce Individual plans at the bank branches. OdontoPrev reaches 6 million members.

2013 - Creation of Brasildental, an association with Banco do Brasil. OdontoPrev Net Revenues surpasses R$1 billion.

2014 - Corporate Restructuring allow Bradesco the control of OdontoPrev.

2016 - 10th anniversary of the IPO.

2017 - Odontoprev’s 30th Anniversary.
Launching of the e-commerce portal.
Brand Repositioning: "Sua boca fala por você" ("Your mouth speaks for you").
Acquisition proposal of Odonto System.
Net Revenue: R$1.4 billion.

2018 - Odonto System Acquisition.

Last update on November 06, 2018