DENTSPLY and Sirona enter into definitive merger agreement

DENTSPLY International Inc. ("DENTSPLY") and Sirona Dental Systems, Inc. ("Sirona") announced today that Boards of Directors of both companies have unanimously approved a definitive merger agreement which will result in the world's leading manufacturer of professional dental products and technologies. The combination will create a combined company with the largest sales and service infrastructure in dental with 15,000 employees globally.

Salzburg, Austria and York, PA; September 15th, 2015: "This is an exciting day for both companies, for the dental community and for patients around the globe. We are bringing together two world class companies that share a culture of innovation and will foster the development of differentiated, integrated solutions for general practitioners and specialists, particularly in the highest growth segments of the dental industry," said Jeffrey T. Slovin, President and Chief Executive Officer of Sirona. "Combining Sirona's proven digital solutions and equipment with DENTSPLY's leading consumables platform creates the most comprehensive dental solutions offering available to meet customer demand in every key segment. I look forward to leading the talented teams of both Sirona and DENTSPLY as we drive the global digitization of dentistry, offer superior solutions to customers and patients, and create The Dental Solutions Company."

The combined company, supported by its leading platforms in consumables, equipment and technology, will offer a powerful set of complementary offerings and end-to-end solutions to enhance patient care. Dental professionals across the globe will be supported by the largest sales and service infrastructure in the industry, supported by leading distributors, to deliver an optimized product range that will meet the increasing global demand for digital dentistry and integrated solutions.

"We are excited about bringing together two industry leaders," said Bret W. Wise, Chairman and Chief Executive Officer of DENTSPLY. "DENTSPLY SIRONA will offer a comprehensive line of solutions to more effectively meet the needs of dental professionals all over the world and advance patient care. With a strong financial profile, comprehensive product offerings and integrated solutions, DENTSPLY SIRONA will be uniquely positioned to deliver attractive returns to our shareholders and make dentistry better, faster and safer around the world. I look forward to working with Jeff and the combined management team to deliver on this mission."

The combined company will be called DENTSPLY SIRONA and trade on the NASDAQ under the symbol XRAY. DENTSPLY SIRONA's Global headquarters will be located in York, PA, the location of DENTSPLY's current headquarters, while the International headquarters will be located in Salzburg, Austria.

Upon closing of the transaction, Jeffrey T. Slovin, President and Chief Executive Officer of Sirona, will serve as Chief Executive Officer of the combined company and will be a member of the Board of Directors. Bret W. Wise, Chairman and Chief Executive Officer of DENTSPLY, will serve as Executive Chairman of the combined company. The Executive Chairman will work in collaboration with the CEO to execute the corporate strategy and to integrate the companies and cultures. From DENTSPLY, Christopher T. Clark and James G. Mosch will serve as President and Chief Operating Officer, Technologies and President and Chief Operating Officer, Dental and Healthcare Consumables, respectively. From Sirona, Ulrich Michel will serve as Executive Vice President and Chief Financial Officer. The Board of Directors will consist of 11 members, six of which (including Mr. Wise) are current DENTSPLY directors and five of which (including Mr. Slovin) are current Sirona directors. Additional senior leadership positions at DENTSPLY SIRONA will be named at a later date consisting of representatives from both companies. The transaction, which is expected to be completed in the first quarter of 2016, is subject to the receipt of certain regulatory approvals and other customary closing conditions and approvals.

Facts & Figures at a glance

The proposed transaction will create the world's largest manufacturer of professional dental products and technologies with scale and breadth across all major geographies and competitive offerings in each of the major dental categories. Specific benefits include:

• Increased Scale and Product Breadth: The combination will result in a company with net revenue of approximately $3.8 billion and adjusted EBITDA of more than $900 million, excluding the incremental benefit of synergies. The combined company will have the industry's largest sales and service infrastructure, supported by leading distributors.
• Total Solutions Provider: With consumables, equipment and technology under one roof, the new company will be able to deliver digital technologies and integrated solutions and workflows to enhance efficiency and patient care for general practitioners and specialists.
• Strong Commitment to Innovation: The combined company will have an enhanced commitment to innovation in consumables, equipment and technology. By leveraging both companies' significant R&D capabilities across DENTSPLY's world-class materials science expertise and Sirona's industry-leading technology platform, the broadened product offering will support the combined company's position as a leading innovator in the dental market. DENTSPLY SIRONA will have over 600 scientists and R&D staff working to accelerate the development of new, better, safer and more efficient dental solutions and procedures.
• Experienced Management Team: The combined company will be led by the most experienced management team in the dental industry, with strong track records of growth and leadership in developing differentiated global product offerings. The DENTSPLY and Sirona teams have a successful history collaborating in a number of product categories.

About DENTSPLY

DENTSPLY International Inc. is a leading manufacturer and distributor of dental and other consumable medical device products. The Company believes it is the world's largest manufacturer of consumable dental products for the professional dental market. For over a century, DENTSPLY's commitment to innovation and professional collaboration has enhanced its portfolio of branded consumables and small equipment. Headquartered in the United States, the Company has global operations with sales in more than 120 countries. Visit www.DENTSPLY.com for more information about DENTSPLY and its products.

ABOUT SIRONA

Sirona is the global market and technology leader in the dental industry and has been a worldwide partner for specialty traders, dental practices, clinics, and dental laboratories for more than 130 years. Sirona develops and produces the complete spectrum of dental equipment products, including CAD/CAM systems for computer-assisted ceramic restorations (CEREC), digital imaging systems for intraoral and panoramic x-rays, as well as volume tomography (3D), treatment centers, instruments and hygiene devices. Sirona's largest development and production site is in Bensheim, Germany. The company has more than 3,300 employees around the world and has been listed on the NASDAQ since 2006 (symbol: SIRO). www.sirona.com