Item 4. CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of management, including

our principal executive officer and

principal financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and

procedures as of the end of the period covered by this quarterly report

as such term is defined in Rules 13a-15(e)

and 15d-15(e) promulgated under the Securities Exchange Act of 1934, as

amended (the “Exchange Act”).

Based

on this evaluation, our management, including our principal executive

officer and principal financial officer,

concluded that our disclosure controls and procedures were effective as of September 30,

2023, to ensure that all

material information required to be disclosed by us in reports that we file

or submit under the Exchange Act is

accumulated and communicated to them as appropriate to allow timely

decisions regarding required disclosure and

that all such information is recorded, processed, summarized and reported

within the time periods specified in the

SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

During the quarter ended September 30, 2023, we acquired a 100% voting equity

interest in S.I.N Implant System,

an implant manufacturer headquartered in Brazil.

The full integration of this acquisition, as well as our previously

reported acquisition of Biotech Dental, will extend beyond year-end and, therefore, we anticipate

excluding Biotech

Dental, and S.I.N. from our annual assessment of internal control over

financial reporting as of December 30, 2023,

as permitted by SEC staff interpretive guidance for newly acquired businesses.

Post-acquisition integration related activities for other dental and

medical businesses acquired during prior quarters

across the U.S., Europe, Australia, China, and Brazil will continue, and

will be included in our annual assessment

of internal control over financial reporting as of December 30, 2023.

These acquisitions, the majority of which

utilize separate information and financial accounting systems, have been

included in our condensed consolidated

financial statements since their respective dates of acquisition.

Finally, we continued systems implementation activities in the U.S. for two of our dental businesses.

The combination of acquisitions (including S.I.N., and Biotech Dental),

continued acquisition integrations and

systems implementation activities undertaken during the quarter and

carried over from prior quarters when

considered in the aggregate, represents a material change in our

internal control over financial reporting.

During the quarter, all acquisitions, continued acquisition integrations and systems implementation activities

involve necessary and appropriate change-management controls

that are considered in our quarterly assessment of

changes in our internal control over financial reporting.

Subsequent to the September 30, 2023 quarter end, on October 14, 2023, we

experienced a cybersecurity incident

that primarily affected the operations of our North American and European

dental and medical distribution

businesses.

As part of the Company’s incident response plan, precautionary actions were

taken to

contain the

incident including shutting down connectivity to networks and key business,

operating and financial accounting

systems globally.

In addition to notifying customers and all relevant law enforcement

authorities, we engaged

external cyber-security experts to support our assessment of the cyber-incident’s impact as well as sanitize, rebuild

and restore our information systems.

On November 22, 2023, we experienced a disruption to our ecommerce

platform and related applications. The

Company has restored its ecommerce platform and certain other

applications in the United States, Canada and

certain European countries.

Our ecommerce platform in the remaining European countries and other applications

are expected to follow shortly.

In order to mitigate the impact of this disruption on our systems and on our

ability to service customers, alternative

procedures and controls were temporarily implemented.

An investigation is ongoing to assess the impact on our

businesses and internal controls over financial reporting.

Limitations of the Effectiveness of Internal Control

A control system, no matter how well conceived and operated, can provide

only reasonable, not absolute, assurance

that the objectives of the internal control system are met.

Because of the inherent limitations of any internal control

system, no evaluation of controls can provide absolute assurance that

all control issues, if any, within a company

have been detected.

PART

II.

OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

For a discussion of Legal Proceedings, see

Note 11–Legal Proceedings

of the Notes to the Condensed Consolidated

Financial Statements included under Item 1.