Buy and build offers dental corporates and investors a disciplined route to growth and an alternative to creating squat practices – pairing platform scale with targeted bolt on acquisitions to accelerate value creation while retaining strategic control.
In a sector as mature – yet still fragmented – as dentistry, buy and build remains one of the most effective ways to grow market share, generate long-term value often at a faster rate than through organic growth. But success is far from guaranteed. Value is created through strategy, execution and integration across the lifecycle of the platform.
Drawing on our experience advising dental corporates and investors, we set out five golden decision points that consistently separate successful buy‑and‑build strategies from those that stall.
Five golden decision points
Build the team before you accelerate: Leadership and deal capability
Why it matters:
Buy and build is not a sequence of opportunistic acquisitions. It is a programme; without the right leadership and dedicated deal capability, even the best capitalised platforms struggle to maintain pace and consistency.
What good looks like in practice:
- A strong leadership team aligned with a dedicated acquisitions function, with clear reporting lines and accountability.
- Early work to identify prospective targets and test whether the sector still has room to run. Despite almost three decades of consolidation, UK dentistry remains sufficiently fragmented to support further buy and build, particularly through small groups and high‑quality independents.
- A compelling acquisition narrative for sellers. In dentistry, sellers are often approached by or indeed approach competing investors/platforms. Messaging around clinical excellence, investment in training and CPD, as well as culture can be decisive.
- A multi‑disciplinary acquisitions team - spanning finance, legal, clinical, HR and negotiation - supported by advisers who can mobilise quickly once heads of terms are agreed.
Why advisers matter here:
Early legal input helps platforms move quickly and consistently, reducing execution risk during exclusivity and avoiding “first‑deal mistakes” repeated across later bolt‑ons.
Strategy first: Be explicit about how value will be created
Why it matters:
Acquiring assets without a shared understanding of why they matter is one of the fastest ways to dilute returns.
What good looks like in practice:
A successful buy‑and‑build strategy answers four questions clearly and early:
- Where will value be created? Through multiple arbitrage, scale, operational synergies - or a combination of all three?
- What costs will genuinely come out? In dental platforms this often includes back‑office consolidation, streamlined management layers, tech-enabled delivery and improved procurement (for example, lab provider rationalisation).
- What must remain protected? Clinical quality, retention of clinicians, regulatory performance and local reputation are often the very attributes underpinning platform value.
- How does this support exit? If the anticipated exit is a secondary buy‑out, the strategy must leave sufficient headroom for another cycle of growth. An exit at the peak is not what an incoming investor is seeking.
Why advisers matter here:
Legal structure, governance and incentive arrangements should reinforce – not undermine – the investment case, particularly where founders and clinicians roll over into the platform.
Intrusive due diligence: Diligence the platform, not just the bolt‑on
Why it matters:
In buy and build, due diligence is cumulative. Risks missed early are amplified with each subsequent acquisition.
What good looks like in practice:
- Due diligence undertaken in the context of the wider platform, not just the individual bolt‑on.
- Clear focus on sector‑specific risks, including NHS exposure: contract duration, clawback on NHS contracts, re‑tender cycles and potential policy change. Read our earlier blog on preparing for NHS dental contract changes.
- Sensible materiality thresholds, ensuring decision‑makers focus on issues that genuinely impact value.
- A co‑ordinated diligence process across financial, tax, IT (including AI/automation), people, clinical and regulatory workstreams, each aligned to the commercial objectives of the deal.
- Early consideration of merger control and competition law risks - consider local area overlaps and concentration with merger control specialists early to avoid unwelcome surprises which can derail the deal timetable.
- Early consideration of warranty & indemnity insurance and who will pick up the premium, with accompanying diligence scoped appropriately – shortcuts rarely stand up to insurer scrutiny.
Why advisers matter here:
The real value of diligence lies in how findings are translated into price, protections, governance and post‑completion action, not simply in producing reports.
Legal mechanics that enable repeatability
Why it matters:
Each bolt‑on should make the next one easier – not harder.
What good looks like in practice:
- A suite of precedent acquisition documents designed specifically for bolt‑ons.
- A balanced and credible approach that sellers recognise and trust, reinforcing the platform’s reputation in a competitive market.
- Pre‑agreed positions on buy-side on commonly negotiated points to reduce delay and cost.
- Early planning for governance, investor consents, drawdowns and reporting obligations.
- Using legal tools – earn‑outs, retentions, indemnities and W&I insurance – to manage risk proportionately.
Why advisers matter here:
Consistency in documentation and approach supports speed, credibility and scalability across the buy‑and‑build programme whilst mitigating risk.
Integration is where returns are realised
Why it matters:
Integration is the point at which strategy becomes performance. It is also where value is most often lost.
What good looks like in practice:
- An integration team working alongside the acquisitions team from the outset – not after completion.
- Early assessment of internal infrastructure: management capacity, finance systems, IT and back‑office support.
- A clear people strategy. Dentistry is a people‑led business; retaining clinicians and practice teams is critical.
- A structured approach to systems and process integration, cultural alignment and performance monitoring.
- Continuous feedback from sellers, staff and advisers to refine the model and avoid repeat mistakes.
Why advisers matter here:
Integration priorities should be reflected in contractual protections, governance arrangements and incentive structures agreed during the deal.
A disciplined approach
Buy and build remains one of the most effective growth strategies in UK dentistry – but only where it is approached as a structured, repeatable programme rather than a series of dislocated one‑off deals.
The platforms that succeed are those that invest early in leadership, strategy, diligence, legal infrastructure and integration capability.
If you are considering a buy‑and‑build strategy or reviewing an existing one – do contact Natalie Wade.
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Every piece of content we create is correct on the date it’s published but please don’t rely on it as legal advice. If you’d like to speak to us about your own legal requirements, please contact one of our expert lawyers.