Neuronetics, Inc. announced the acquisition of Greenbrook TMS Inc. in an all-stock transaction valued at approximately $60 million (US$45 million). The deal, implemented through a court-approved plan of arrangement under the Business Corporations Act (Ontario), saw Greenbrook shareholders receive 0.01149 shares of Neuronetics for each Greenbrook share, giving them 43 percent ownership of the combined company, while Neuronetics shareholders held 57 percent.
The combined company continued to operate as Neuronetics, Inc. As part of the transaction, Madryn Asset Management LP agreed to convert its outstanding credit and notes into Greenbrook shares before the deal's closing.
Ballard Spahr LLP and Stikeman Elliott LLP served as legal counsel to Neuronetics, with Canaccord Genuity as financial advisor.
The Stikeman Elliott team included Jonah Mann, John Lee, Anthony Iafrate, Kush Plaha (Corporate); John Lennard, Ashley Jung (Tax); Khalfan Khalfan, Ashley Mulrooney, Jillian Skinner (Labour and Employment); Natasha vandenHoven (Pensions and Benefits); Peter Flynn, Warren Ferguson (Competition); Danyal Maqbool (Summer Student).
Torys acted as counsel to Greenbrook TMS with a team that included John Emanoilidis, David Forrester, Kendall Grant, Carly Klinkhoff, Andrea Das-Wieczorek and Nicole Beausoleil (corporate/M&A), Robbie Leibel (Canadian securities), Michael Horwitz, Chris Bornhorst and Connor Murray (U.S. corporate/securities), Darien Leung and Kaija Airhart (debt finance), Jennifer Lennon (executive compensation), Richard Johnson, Benjamin Mann and Ian Farndon (Canadian tax), David Mattingly, Christopher Saki and Daniela Sanchez (U.S. tax).