Greenbrook TMS Inc. (TSX: GTMS) (“Greenbrook” or the “Company”), the market leader in Transcranial Magnetic Stimulation (“TMS”) in the United States, announced today that it has, through its wholly-owned subsidiary TMS NeuroHealth Centers Inc., entered into a purchase agreement pursuant to which Greenbrook will acquire Achieve TMS Centers, LLC and Achieve TMS Alaska, LLC (collectively, “Achieve TMS”).
Achieve TMS currently operates 21 TMS Centers in California, Oregon and Alaska, with a particular focus on deep TMS therapy. Since its inception in 2016, Achieve TMS has provided more than 45,000 treatments to patients struggling with depression.
Pursuant to the purchase agreement, Greenbrook will indirectly acquire all of the issued and outstanding equity interests in Achieve TMS for an initial purchase price of US$10.5 million, net of Achieve TMS’ cash and debt and subject to customary working capital adjustments, as described in the purchase agreement (the “Acquisition”). In addition, a portion of the purchase price payable in respect of the Acquisition is subject to an earn-out based on the EBITDA achieved by Achieve TMS during the twelve-month period following the closing of the Acquisition.
As part of the purchase consideration, the Company will issue common shares of Greenbrook (“Common Shares”) to the vendors, representing approximately 30% of the purchase price, which Common Shares will be valued based on a price per Common Share equal to the volume-weighted average trading price of Common Shares on the Toronto Stock Exchange for the five trading day period ending two trading days prior to the closing date of the Acquisition. The Company intends to satisfy the remaining approximately 70% of the purchase price with cash on hand.
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The Acquisition is expected to close in the third quarter of 2019, subject to customary closing conditions and regulatory approvals.
“This acquisition delivers on one of the key pillars of our strategy for sustained growth,” said Bill Leonard, president and Chief Executive Officer of Greenbrook. “Greenbrook will have a national footprint of over 100 TMS Centers from coast-to-coast, enabling us to continue to increase awareness of TMS and to provide more individuals suffering with depression and other mental health disorders with access to this potentially life changing therapy. We are excited to collaborate and expand with the Achieve TMS team who shares our passion for TMS therapy and delivering exceptional patient care.”
“We at Achieve TMS are excited to announce that our team of amazing staff and clinicians is joining forces with the outstanding team at Greenbrook TMS. We look forward to pursuing our mission to improve access, increase awareness and provide innovative TMS technology to patients in need,” said Dr. Shashita Inamdar, Founder and Medical Director of Achieve TMS. “Through this collaborative transaction, our combined experience, commitment to excellence and shared values will help provide and enhance the level of care to patients across the country.”
Date: September 16, 2019
Source: Business Wire