Mid-Atlantic Dental Partners to Acquire Birner Dental Management Services, Inc.

Birner Dental Management, Inc. Shareholders to Receive Total Cash
Consideration of up to $10.75 per share

Transaction expands Mid-Atlantic Dental Partners’ geographic
footprint into the Rockies and Southwest

PLYMOUTH MEETING, Pa. & DENVER–(BUSINESS WIRE)–Mid-Atlantic Dental Service Holdings LLC, operating as Mid-Atlantic
Dental Partners, a dental support organization (“DSO”) dedicated to
improving the delivery of dental services for dentists and their
patients and a portfolio company of S.C. Goldman & Company, LLC (“S.C.
Goldman”), announced today that it has entered into a definitive
agreement to acquire Birner Dental Management Services, Inc. (OTCQX:
BDMS) (“Birner”). Under the terms of the agreement, an affiliate of
Mid-Atlantic Dental Partners will purchase all of the outstanding shares
of Birner Dental Management Services for $10.62 in cash. Shareholders
will also receive one Contingent Value Right (CVR) per share of Birner
common stock owned. The CVR entitles shareholders to an additional cash
payment of up to $0.13 per share under certain circumstances following
the closing of the transaction. The total consideration payable to
Birner’s shareholders (assuming full payout of the CVR) represents a
105% premium to Birner’s closing share price of $5.25 on October 2, 2018.

Birner was founded in 1995 and operates dental practice affiliates under
the Perfect Teeth® brand throughout Colorado, Arizona, and New Mexico.
With more than 100 dentists, Perfect Teeth’s philosophy of “letting
dentists be dentists” melds perfectly with the “dental partnership”
approach that has defined the business philosophy for both owners and
associate dentists of Mid-Atlantic Dental Partners.

Founded in 2016, Mid-Atlantic Dental Partners offers dentists a DSO
model that supports dental professionals by providing marketing,
financial, practice information and other business services so dentists
can focus on delivering the highest quality care to their patients. In
addition, Mid-Atlantic Dental Partners offers associate dentists an
opportunity to participate in the financial success of the practices.
Over the last two years, Mid-Atlantic Dental Partners has built an
exceptional management team with deep dental, operational, and
entrepreneurial experience.

The acquisition will increase Mid-Atlantic Dental Partners affiliate
offices projected annual revenues to more than $100 million.

“Taking the Birner platform to the next level is a truly exciting step
in the continued development of Mid-Atlantic Dental Partners into a
nationally recognized DSO,” said Mitchell Goldman, Chief Executive
Officer of Mid-Atlantic Dental Partners. “We look forward to partnering
with Birner to accelerate the redevelopment of all of the Perfect
Teeth-branded practices through investment in technology. Dentists,
hygienists, dental assistants and office staff are the true assets of
our practices, and we will strive to raise the importance of all dental
professionals in improving the overall health care of patients and
populations. We intend to make substantial investments in the people,
equipment and technology of these dental practices,” Mr. Goldman
continued.

“The Mid-Atlantic Dental team and organization is a fantastic cultural
fit with the business we have built over 23 years at Birner,” said Fred
Birner, Chief Executive Officer of Birner. “Mid-Atlantic’s ability to
provide the additional resources we need to continue to build and expand
our brand while investing in our providers will allow Birner to provide
better services to all of its patients. Perfect Teeth shares
Mid-Atlantic’s belief that our dental professionals are the backbone of
the company and our most valuable asset.”

Birner will become Rocky Mountain Dental Services Holdings, a
wholly-owned subsidiary of Mid-Atlantic Dental Services Holdings, at
closing of the transaction. Birner will continue to be based in Denver,
Colorado and will be locally managed. The newly acquired locations will
continue to do business under the Perfect Teeth brand.

Houlihan Lokey served as the exclusive financial advisor and Duane
Morris LLP, DLA Piper LLP and Waller LLP served as legal advisors to
Mid-Atlantic Dental Partners. DLA Piper LLP served as legal advisors to
S.C. Goldman & Company. Cain Brothers, a division of KeyBanc Capital
Markets Inc. served as the exclusive financial advisor and Faegre Baker
Daniels LLP served as legal advisor to Birner Dental Management
Services, Inc.

About Mid-Atlantic Dental Partners

Founded in 2016, Mid-Atlantic Dental Partners is a dental support
organization dedicated to improving the delivery of dental care by
elevating the importance of dental care in the overall health care of
patients and their communities. By providing dentists with financial
management, marketing and technology services, Mid-Atlantic Dental
Partners alleviates administrative burdens and allows dentists to focus
on their patients.

For more information, visit www.mid-atlanticdental.com.

About S.C. Goldman & Company, LLC

Founded in 2011, S.C. Goldman & Company is a family partnership which
acquires North America-based middle-market companies with leading market
positions in healthcare, services, and industrials. The firm’s permanent
capital structure allows for efficient decision making and real-time
flexibility to structure transactions. Through partnership with its
management teams, S.C. Goldman aims to create long-term partnerships
capable of building enduring value, for both shareholders and their
employees.

About Birner Dental Management Services, Inc.

Perfect Teeth is a group of dental offices dedicated to providing gold
standard patient care and services to every patient, every day. Since
opening the doors in 1995, Perfect Teeth dental practices have provided
family-friendly dental care for patients of all ages in Colorado, New
Mexico and Arizona.

For more information, visit www.perfectteeth.com.

Additional Information and Where to Find It; Participants in the
Solicitation

In connection with the proposed transaction, Birner intends to file
relevant materials with the United States Securities and Exchange
Commission (the “SEC”), including a proxy statement on Schedule 14A.
Following the filing of the definitive proxy statement with the SEC,
Birner will mail the definitive proxy statement and a proxy card to each
shareholder entitled to vote at the special meeting relating to the
proposed transaction. The definitive proxy statement, the preliminary
proxy statement and other relevant materials in connection with the
transaction (when they become available), and any other documents filed
by Birner with the SEC, may be obtained free of charge at the SEC’s
website (http://www.sec.gov),
at Birner’s investor website (https://www.perfectteeth.com/about/investor-relations),
or by writing or calling Birner at Birner Dental Management Services,
Inc., 1777 S. Harrison Street, Suite 1400, Denver, CO 80210 or at (303)
691-0680. Shareholders should read carefully the proxy statement and
any other relevant documents that Birner files with the SEC when they
become available before making any voting decision because they will
contain important information.

This communication does not constitute a solicitation of proxy, an offer
to purchase, or a solicitation of an offer to sell any securities.
Birner, its directors and executive officers are, and certain employees
may be, deemed to be participants in the solicitation of proxies from
shareholders in connection with the proposed transaction. Information
regarding the names of such persons and their respective interests in
the transaction, by securities holdings or otherwise, will be set forth
in the definitive proxy statement when it is filed with the SEC.
Additional information regarding these individuals is set forth in
Birner’s Form 10-K for the fiscal year ended December 31, 2017, filed
with the SEC on April 2, 2018, and the definitive proxy statement for
its 2018 Annual Meeting of Shareholders, which was filed with the SEC on
April 30, 2018. To the extent Birner’s directors and executive officers
or their holdings of Birner securities have changed from the amounts
disclosed in those filings, to Birner’s knowledge, such changes have
been reflected on initial statements of beneficial ownership on Form 3
or statements of change in ownership on Form 4 on file with the SEC.
These are (or, when filed, will be) available free of charge at http://www.sec.gov and https://www.perfectteeth.com/about/investor-relations/.

Forward-Looking Statements

This communication contains “forward-looking statements” within the
meaning of the U.S. federal securities laws. Such statements include
statements concerning anticipated future events and expectations that
are not historical facts. All statements other than statements of
historical fact are statements that could be deemed forward-looking
statements. Actual results may vary materially from those expressed or
implied by forward-looking statements based on a number of factors,
including, without limitation: (1) risks related to the consummation of
the transaction, including the risks that (a) the transaction may not be
consummated within the anticipated time period, or at all, (b) the
parties may fail to obtain shareholder approval of the transaction, (c)
other conditions to the consummation of the transaction may not be
satisfied, (d) all or part of Mid-Atlantic Dental Partners’ financing
may not become available, (e) the risk that regulatory, licensure or
other approvals required for the consummation of the transaction are not
obtained or are obtained subject to terms and conditions that are not
anticipated, (f) the significant limitations on remedies contained in
the merger agreement may limit or entirely prevent Birner from
specifically enforcing Mid-Atlantic Dental Partners’ obligations under
the merger agreement or recovering damages for any breach by
Mid-Atlantic Dental Partners, and (g) that all or any portion of the CVR
is not paid to Birner’s shareholders, (2) the effects that any
termination of the transaction may have on Birner or its business,
including the risks that (a) Birner’s stock price may decline
significantly if the transaction is not completed, (b) the transaction
may be terminated in circumstances requiring Birner to pay Mid-Atlantic
Dental Partners a termination fee of up to $2 million, or (c) the
circumstances of the termination, including the possible imposition of a
12-month tail period during which the termination fee could be payable
upon certain subsequent transactions, may have a chilling effect on
alternatives to the transaction; (3) the effects that the announcement
or pendency of the transaction may have on Birner and its business,
including the risks that as a result (a) Birner’s business, operating
results or stock price may suffer, (b) Birner’s current plans and
operations may be disrupted, (c) Birner’s ability to retain or recruit
key employees may be adversely affected, (d) Birner’s business
relationships (including, patients, dentists, and suppliers) may be
adversely affected, or (e) Birner’s management’s or employees’ attention
may be diverted from other important matters; (4) the effect of
limitations that the merger agreement places on Birner’s ability to
operate its business or engage in alternative transactions; (5) the
nature, cost and outcome of pending and future litigation and other
legal proceedings, including any such proceedings related to the
transaction and instituted against Birner and others; (6) the risk that
the transaction may involve unexpected costs, liabilities or delays; (7)
other economic, business, competitive, legal, regulatory, and/or tax
factors; and (8) other factors described under the heading “Risk
Factors” in Part I, Item 1A of Birner’s Annual Report on Form 10-K for
the year ended December 31, 2017. The Company disclaims any obligation
to update these forward-looking statements.

Contacts

Mid-Atlantic Dental Partners
Maven
Communications
Jessica Sharp
215-434-7192
jsharp@mavenagency.com
or
For
Investors: Birner Dental Management Services
The Equity
Group Inc.
Kalle Ahl, CFA
212-836-9614
kahl@equityny.com