MALVERN,
Pa. and TORONTO,
Oct. 4,
2024 /PRNewswire/ - Neuronetics, Inc. (NASDAQ:
STIM) ("Neuronetics") and Greenbrook TMS Inc. (OTCMKTS: GBNHF)
("Greenbrook") today announced that the Ontario Superior Court of
Justice (Commercial List) (the "Court") has granted an interim
order (the "Interim Order") in connection with the previously
announced statutory plan of arrangement under section 182 of the
Business Corporations Act (Ontario) (the "Plan of Arrangement"), pursuant
to which, subject to the satisfaction or waiver of all applicable
conditions precedent, Neuronetics will acquire all of the issued
and outstanding common shares of Greenbrook ("Greenbrook Shares")
in an all-stock transaction (the "Arrangement"). The Interim Order
authorizes the calling and holding of a special meeting (the
"Greenbrook Special Meeting") of holders of Greenbrook Shares
("Greenbrook Shareholders"), the granting of dissent rights to
registered Greenbrook Shareholders and other matters relating to
the conduct of the Greenbrook Special Meeting.
Subject to the terms of the Plan of Arrangement, each Greenbrook
Share outstanding immediately prior to the effective time of the
Arrangement (other than all Greenbrook Shares held by Greenbrook
Shareholders who have validly exercised rights of dissent in
respect of the Arrangement) is expected to be exchanged for 0.01149
of a share of Neuronetics common stock ("Neuronetics Shares") at
the closing of the Arrangement, subject to adjustment for any
interim funding by Madryn Asset Management, LP or its affiliates
("Madryn") and other customary adjustments prior to the closing of
the Arrangement. Upon completion of the Arrangement, the
pre-Arrangement holders of Neuronetics Shares ("Neuronetics
Stockholders") and Greenbrook Shareholders are expected to own
approximately 57% and 43% of the combined company, respectively, on
a fully diluted basis.
On the unanimous recommendation of a special committee of the
board of directors of Greenbrook (the "Greenbrook Board")
consisting entirely of independent directors, the Greenbrook Board
unanimously determined that the Arrangement is fair to Greenbrook
Shareholders (other than Madryn) and in the best interests of
Greenbrook. The Greenbrook Board unanimously recommends that the
Greenbrook Shareholders vote in favour of the resolution relating
to the Arrangement at the Greenbrook Special Meeting.
The board of directors of Neuronetics (the "Neuronetics Board")
unanimously determined that the Arrangement is in the best
interests of Neuronetics. The Neuronetics Board unanimously
recommends that Neuronetics Stockholders vote in favor of the
resolutions relating to the Arrangement at the special meeting of
Neuronetics Stockholders (the "Neuronetics Special Meeting").
Details of the Greenbrook Special Meeting and Implementation
of the Arrangement
The Greenbrook Special Meeting will be held on Friday, November 8, 2024 at 8:00 a.m. (Eastern time) in a virtual only
format. Greenbrook Shareholders of record as of the close of
business on October 4, 2024 are
entitled to receive notice of, to participate in and to vote their
Greenbrook Shares at the Greenbrook Special Meeting. The joint
proxy statement/management information circular (the "Joint Proxy
Statement/Circular") and related proxy materials in respect of the
Greenbrook Special Meeting have been filed and are available under
Greenbrook's profile on SEDAR+ at www.sedarplus.ca and on EDGAR at
www.sec.gov. The Joint Proxy Statement/Circular and related
materials will also be mailed to Greenbrook Shareholders on or
about October 17, 2024. Details of
the Greenbrook Special Meeting and how Greenbrook Shareholders or
their duly appointed proxyholders can virtually attend, access and
participate in the Greenbrook Special Meeting are set out in the
Joint Proxy Statement/Circular.
Implementation of the Arrangement is subject to the approval at
the Greenbrook Special Meeting by: (i) at least two-thirds (66
2/3%) of votes cast by Greenbrook Shareholders present or
represented by proxy and entitled to vote at the Greenbrook Special
Meeting, and (ii) a simple majority (more than 50%) of the votes
cast by Greenbrook Shareholders present or represented by proxy and
entitled to vote at the Greenbrook Special Meeting, other than the
votes attached to the Greenbrook Shares held by Madryn,
Bill Leonard, and Greenbrook Shares
held by any other shareholder required to be excluded under
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions.
Details of the Neuronetics Special Meeting and Implementation
of the Arrangement
The Neuronetics Special Meeting will be held on Friday, November 8, 2024 at 8:00 a.m. (Eastern time) in a virtual only
format. Neuronetics Stockholders of record as of the close of
business on September 20, 2024 are
entitled to receive notice of, to participate in and to vote their
Neuronetics Shares at the Neuronetics Special Meeting. The Joint
Proxy Statement/Circular and related proxy materials in respect of
the Neuronetics Special Meeting have been filed and are available
under Neuronetics' profile on EDGAR at www.sec.gov. Details of the
Neuronetics Special Meeting and how Neuronetics Stockholders or
their duly appointed proxyholders can virtually attend, access and
participate in the Neuronetics Special Meeting are set out in the
Joint Proxy Statement/Circular.
Implementation of the Arrangement is subject to the affirmative
vote of a majority of votes cast at the Neuronetics Special Meeting
in respect of the Neuronetics Charter Amendment Proposal (as
defined in the Joint Proxy Statement/Circular) and the Neuronetics
Share Issuance Proposal (as defined in the Joint Proxy
Statement/Circular).
About Greenbrook
Operating through 118 company-operated treatment centers,
Greenbrook is a leading provider of Transcranial Magnetic
Stimulation ("TMS") and Spravato®, FDA-cleared, non-invasive
therapies for the treatment of Major Depressive Disorder ("MDD")
and other mental health disorders, in the
United States. TMS therapy provides local electromagnetic
stimulation to specific brain regions known to be directly
associated with mood regulation. Spravato® is offered to treat
adults with treatment-resistant depression and depressive symptoms
in adults with MDD with suicidal thoughts or actions. Greenbrook
has provided more than 1.61 million treatments to over 49,000
patients struggling with depression.
About Neuronetics
Neuronetics believes that mental health is as important as
physical health. As a global leader in
neuroscience, Neuronetics is redefining patient and
physician expectations with its NeuroStar Advanced Therapy for
Mental Health. NeuroStar is a non-drug, noninvasive treatment that
can improve the quality of life for people suffering from
neurohealth conditions when traditional medication hasn't helped.
NeuroStar is indicated for the treatment of depressive episodes and
for decreasing anxiety symptoms for those who may exhibit comorbid
anxiety symptoms in adult patients suffering from MDD and who
failed to achieve satisfactory improvement from previous
antidepressant medication treatment in the current episode. It is
also FDA-cleared as an adjunct for adults with obsessive-compulsive
disorder and for adolescent patients aged 15-21 with MDD. NeuroStar
Advanced Therapy is the leading TMS treatment for MDD in adults
with over 6.4 million treatments
delivered. Neuronetics is committed to transforming lives
by offering an exceptional treatment that produces extraordinary
results. For safety and prescribing
information, NeuroStar.com.
"Safe harbor" statement under the Private Securities
Litigation Reform Act of 1995
This document includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended,
which are intended to be covered by the safe harbors created by
those laws and other applicable laws and "forward-looking
information" within the meaning of applicable Canadian securities
laws. Statements in this press release that are not historical
facts constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements may be identified by terms such as
"outlook," "potential," "believe," "expect," "plan," "anticipate,"
"predict," "may," "will," "could," "would" and "should" as well as
the negative of these terms and similar expressions. These
statements include those relating to the proposed combination of
Greenbrook and Neuronetics and the timing thereof. These
statements are subject to significant risks and uncertainties and
actual results could differ materially from those projected.
Investors are cautioned not to place undue reliance on the
forward-looking statements contained in this press release. These
risks and uncertainties include, without limitation, risks and
uncertainties related to: (i) the parties' ability to meet
expectations regarding the timing and completion of the
Arrangement; (ii) the occurrence of any event, change or other
circumstance that would give rise to the termination of the
arrangement agreement dated as of August 11,
2024 between Neuronetics and Greenbrook (the "Arrangement
Agreement"); (iii) the fact that Greenbrook Shareholders and
Neuronetics Stockholders may not approve the Arrangement; (iv) the
fact that certain terminations of the Arrangement Agreement require
Greenbrook or Neuronetics to pay a termination fee; (v)
the failure to satisfy each of the conditions to the consummation
of the Arrangement; (vi) the disruption of management's attention
from ongoing business operations due to the Arrangement; (vii) the
effect of the Arrangement on Greenbrook's and Neuronetics'
relationships with their respective customers, as well as their
respective operating results and business generally; (viii) the
outcome of any legal proceedings related to the Arrangement; (ix)
retention of employees of Greenbrook following the completion of
the Arrangement; * the fact that Greenbrook's and Neuronetics'
stock price may decline significantly if the Arrangement is not
completed; and other factors described under the heading "Risk
Factors" in the Joint Proxy Statement/Circular, Neuronetics' Annual
Report on Form 10-K for the fiscal year ended December 31,
2023 and its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2024, and Greenbrook's Annual Report on Form
10-K for the fiscal year ended December 31, 2023 and its
Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, as each may be updated or
supplemented by subsequent reports that Neuronetics has
filed or files with the Securities and Exchange Commission
(the "SEC") and Greenbrook has filed or files with
the SEC and on SEDAR+. These forward-looking statements
are based on expectations and assumptions as of the date of this
press release. Except as required by law, Neuronetics and
Greenbrook undertake no duty or obligation to update any
forward-looking statements contained in this press release as a
result of new information, future events, or changes in their
expectations.
No Offer or Solicitation
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed transaction
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
Participants in the Solicitation
Neuronetics, Greenbrook and their respective directors and
executive officers may be deemed participants in the solicitation
of proxies from Neuronetics Stockholders in connection with the
Arrangement. Neuronetics Stockholders and other interested persons
may obtain, without charge, more detailed information (i) regarding
the directors and officers of Neuronetics in Neuronetics' Annual
Report on Form 10-K filed with the SEC on March 7,
2024, its proxy statement relating to its 2024 Annual Meeting of
Stockholders filed with the SEC on April 11,
2024 and other relevant materials filed with
the SEC when they become available; and (ii) regarding
the directors and executive officers of Greenbrook in Greenbrook's
Annual Report on Form 10-K filed with the SEC and on
SEDAR+ on April 25, 2024 and other relevant materials
filed with the SEC and on SEDAR+, as applicable, when
they become available. Information regarding the persons who may,
under SEC rules, be deemed participants in the
solicitation of proxies to Neuronetics Stockholders in connection
with the Arrangement are set forth in the Joint Proxy
Statement/Circular. Additional information regarding the interests
of participants in the solicitation of proxies in connection with
the Arrangement are included in the Joint Proxy Statement/Circular
that Neuronetics and Greenbrook has filed with
the SEC and on SEDAR+, as applicable.
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content:https://www.prnewswire.com/news-releases/neuronetics-and-greenbrook-tms-announce-receipt-of-interim-order-in-respect-of-proposed-arrangement-and-provide-details-of-shareholder-meetings-302267709.html
SOURCE Greenbrook TMS Inc.