Filing Flows › Dentsply Sirona (XRAY) › Takeover & LBO
Is Dentsply Sirona (XRAY) a takeover target?
A leveraged buyout at today's price plus 30% ($12.39 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $2.26 a share (−76% against today's $9.53). It already carries 7.3× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own. Historically 8.7% of companies with its figures were bought within a year (1.73× the average).
The buyout, step by step
| Entry | Amount | How |
|---|---|---|
| Offer price a share | $12.39 | today's $9.53 plus 30% |
| × shares | 199.2 million | |
| = Equity value | $2.5B | |
| + Debt refinanced | $2.3B | |
| − Cash | $195M | |
| + Other claims | −$1.0M | preferred stock, minority interests |
| = Enterprise value | $4.5B | 16.0× EBITDA of $284M |
| Fees | $91.0M | 2% of the price |
| New debt | $1.6B | 5.5× EBITDA at 7.65% a year; the limit that binds: 5.5× EBITDA |
| Buyer's own money | $3.1B | 66% of the cost |
5 years under the buyer
| Year | Revenue | EBITDA | Interest | Free cash flow | Debt left |
|---|---|---|---|---|---|
| Year 1 | $3.5B | $280M | $119M | −$6.0M | $1.6B |
| Year 2 | $3.5B | $279M | $120M | −$6.8M | $1.6B |
| Year 3 | $3.5B | $282M | $120M | −$9.3M | $1.6B |
| Year 4 | $3.6B | $287M | $121M | −$11.7M | $1.6B |
| Year 5 | $3.7B | $296M | $122M | −$13.2M | $1.6B |
The exit and the buyer's return
| Exit | Amount | |
|---|---|---|
| Exit multiple | 14.0× EBITDA | today's trading multiple, before any premium |
| Enterprise value at exit | $4.1B | |
| − Debt left | $1.6B | |
| = Buyer's equity | $2.5B | |
| Money multiple | 0.82× | on $3.1B put in |
| Buyer's yearly return (IRR) | −3.8% |
Price against return
What the buyer makes at other premiums over today's $9.53; the IRR reaches 20% at $2.26 a share.
| Premium | Price a share | Buyer's IRR |
|---|---|---|
| 10% | $10.48 | −1.2% |
| 20% | $11.44 | −2.6% |
| 30% | $12.39 | −3.8% |
| 40% | $13.34 | −5.0% |
| 50% | $14.29 | −6.1% |
The figures used
| Figure | Amount | |
|---|---|---|
| Revenue, last 12 months | $3.6B | |
| EBITDA, last 12 months | $284M | 7.9% of revenue |
| Depreciation and amortization | $339M | |
| Capital spending | $169M | |
| Debt | $2.3B | |
| Cash | $195M | |
| Share price | $9.53 | on Oct 30, 2026 |
Fixed rules, the same as the interactive view's starting point: the shares are bought at today's price plus 30%, the company's debt is refinanced and fees take 2%. New debt is the least of 5.5× EBITDA, 65% of the price and the amount whose interest EBITDA covers 2 times, at 7.65% a year (SOFR 3.89% plus the high-yield B spread 3.26% plus 0.5%, rates of Oct 15, 2026). Revenue grows -1.4% in the first year — the company's own rate, held between −3% and +8% — fading to 3% by year 5; the EBITDA margin, depreciation and capital spending stay at today's share of revenue; working capital takes 10% of each year's added revenue; tax is 21% of profit after interest. Every dollar of free cash flow repays debt. After 5 years the buyer sells at today's multiple of EBITDA.
What a takeover could cost
Takeovers in its sector paid a median premium of 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Dentsply Sirona would cost about $12.87 a share, $2.6B for all its shares.
| Premium | % | Price a share | All shares |
|---|---|---|---|
| Low end (a quarter of deals paid less) | 22% | $11.63 | $2.3B |
| Median | 35% | $12.87 | $2.6B |
| High end (a quarter paid more) | 45% | $13.82 | $2.8B |
The odds, from history
Historically 8.7% of companies with its figures were bought within a year (1.73× the average). Its figures put it in decile 10 of 10 (10 = the most likely to be bought). The odds come from a model of every merger proxy, tender-offer response and going-private statement filed on EDGAR since 2011, set against each company's size, margins, debt, cash flow and growth the year before.
Dentsply Sirona's latest quarter
Dentsply Sirona, Q3 2026: revenue $836M (-8% year over year), operating margin 4.4%, net loss $3.0M, operating cash flow $32.0M. The chart follows the revenue to costs, profit and cash.
Questions
Is Dentsply Sirona being acquired?
No headline, 8-K or 13D about a sale is on file in the last year.
Could private equity buy Dentsply Sirona?
A leveraged buyout at today's price plus 30% ($12.39 a share) would return a loss of about 4% a year to a private-equity buyer over 5 years; the most a buyer could pay for a 20% return is $2.26 a share (−76% against today's $9.53). It already carries 7.3× EBITDA in net debt (the model flags anything over 6×), so a buyer could add little debt of its own.
What would a takeover of Dentsply Sirona cost?
Takeovers in its sector paid a median premium of 35% over the share price before the deal (the middle half 22% to 45%), according to the 15 merger proxies and tender-offer responses on EDGAR that state a premium. At the median, Dentsply Sirona would cost about $12.87 a share, $2.6B for all its shares.
Updated Nov 8, 2026. Read automatically from SEC filings and public data; errors are possible. Not investment advice.