Neuronetics (STIM) Inks a New Merger Agreement With Greenbrook

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Neuronetics, Inc. STIM recently announced a definitive agreement with Greenbrook TMS Inc. to acquire its outstanding common shares in an all-stock transaction.

Following the merger’s completion, Greenbrook will be able to improve its existing sites to provide the benefits of NeuroStar to any practice across the country. It will do so using Neuronetics’ innovative NeuroStar platform as well as its education and training expertise.

The merger agreement will help Neuronetics strengthen its position in the mental health market. The agreement provides the company with multiple strategic benefits. It also offers compelling financial benefits for both entities under the agreement.

Financial Details

Per the terms of the deal, Neuronetics shareholders will hold approximately 57% of the combined company, and Greenbrook shareholders will own approximately 43% on a fully diluted basis. As of the date of the Definitive Agreement, each Greenbrook share is expected to be exchanged for 0.01149 shares of Neuronetics common stock at the closing of the transaction, subject to adjustment for any interim period funding by Madryn and other customary adjustments prior to the closing (based on the terms of the agreement). An aggregate of 25,304,971 Neuronetics shares will be issued to Greenbrook shareholders in connection with the transaction.

Rationale Behind the Acquisition

The merger is aimed at driving significant increase in awareness of NeuroStar among patients, caregivers and providers. Under centralized management, Neuronetics can better operationalize NeuroStar TMS best practices across Greenbrook sites nationwide.

The agreement also offers financial benefits for the combined company, including expected mid-teens year-over-year revenue growth in fiscal 2025 and 2026, improved balance sheet to execute long-term growth strategy as well as accelerated path for profitability. Through marketing expenditure optimization as well as back office functions, the combined company is expected to realize at least $15 million of annualized cost savings, the majority of which will be realized in fiscal 2025.

More on the News

Before the completion of the transaction, all of Greenbrook’s existing credit facility and subordinated convertible debt will be converted into Greenbrook common shares.

The transaction has been unanimously approved by the board of directors of both companies.

The transaction is expected to be closed during the fourth quarter of 2024, subject to approval by both companies’ shareholders, court approval in respect of the plan of arrangement as well as other customary closing conditions. After the transaction is closed, Neuronetics intends to delist the common shares of Greenbrook from the OTCQB.