\nGreenbrook TMS Inc. (TSX: GTMS) (NASDAQ: GBNH) (\u201cGreenbrook<\/b>\u201d or the \u201cCompany<\/b>\u201d), a leading provider of Transcranial Magnetic Stimulation (\u201cTMS<\/b>\u201d) therapy in the United States, announced today that it has entered into a purchase agreement pursuant to which Greenbrook will acquire Achieve TMS East, LLC (\u201cAchieve TMS East<\/b>\u201d) and Achieve TMS Central, LLC (\u201cAchieve TMS Central<\/b>\u201d, and together with Achieve TMS East, \u201cAchieve TMS East\/Central<\/b>\u201d).\n<\/p>\n
\nThe Company also announced today that it has entered into an agreement to sell 1,300,000 common shares of the Company (the \u201cCommon Shares<\/b>\u201d) on a bought deal basis at a price of US$7.75 (or C$9.93)per Common Share (the \u201cOffering Price<\/b>\u201d) to a syndicate of underwriters co-led by Stifel Nicolaus Canada Inc. (\u201cStifel GMP<\/b>\u201d) and Bloom Burton Securities Inc. for gross proceeds of US$10,075,000 (or C$12,909,000)(the \u201cOffering<\/b>\u201d).\n<\/p>\n
Achieve TMS East\/Central Acquisition:<\/span><\/b><\/p>\n \nAchieve TMS East was founded in 2016, with a vision of increasing accessibility to TMS therapy in the New England area. Since founding its first TMS center in Northampton, Massachusetts, Achieve TMS East has grown to 14locations in the States of Massachusetts and Connecticut. In 2019, Achieve TMS East\u2019s management team expanded its operations in the Midwest United States through the establishment of Achieve TMS Central which currently operates 3TMS centers in the State of Iowa. The acquisition of Achieve TMS East and Achieve TMS Central (the \u201cAcquisition<\/b>\u201d) is expected to enhance Greenbrook\u2019s position as a leading provider of TMS therapy in the United States and, following completion of the Acquisition, will add an additional 17TMS centers to the Company\u2019s existing service delivery platform, for a total of 149TMS centers.\n<\/p>\n Key Acquisition Highlights:<\/i><\/p>\n \nPursuant to the purchase agreement, Greenbrook, through its wholly-owned subsidiary TMS NeuroHealth Centers Inc., will indirectly acquire all of the issued and outstanding equity interests in Achieve TMS East and Achieve TMS Central for an aggregate initial cash purchase price of US$8.0 million, net of Achieve TMS East\/Central\u2019s cash and debt and subject to customary working capital adjustments. In addition, a portion of the total purchase price payable in respect of the Acquisition is subject to a capped earn-out of up to an additional US$2.5 million based on the financial performance of Achieve TMS East during the twelve-month period following completion of the Acquisition.\n<\/p>\n \n\u201cWe are very pleased to be announcing this acquisition today as we believe it demonstrates our ability to continue to deliver on one of the key pillars of our strategy for sustained growth despite the ongoing disruption caused by the COVID-19 pandemic,\u201d said Bill Leonard, President and Chief Executive Officer of Greenbrook. \u201cThis acquisition should allow us to continue to expand our national footprint of TMS Centers, particularly in the Northeast and Midwest. This transaction is expected to accelerate our ability to grow in these regions as Achieve TMS East\/Central have well-established physician networks and key payor relationships. We are excited to begin working with our new colleagues at Achieve TMS East\/Central who share our passion for TMS therapy and delivering exceptional patient care.\u201d\n<\/p>\n \n\u201cAs the clear leader in the delivery of TMS treatment, Greenbrook is the ideal partner to continue the growth of our platform and provide TMS treatment to as many patients as possible\u201d, said Linda Rahm, Chief Executive Officer of Achieve TMS East\/Central.\n<\/p>\n \nThe Acquisition is expected to close in the fourth quarter of 2021, subject to customary closing conditions.\n<\/p>\n The Offering<\/span><\/b><\/p>\n \nThe Company intends to use net proceeds of the Offering to fund the Acquisition and for working capital and general corporate purposes.\n<\/p>\n \nIn connection with the Offering, the Company has granted the syndicate of underwriters an over-allotment option, exercisable in whole or in part at any time up to 30 days following closing of the Offering, to purchase up to an additional 195,000 Common Shares at the Offering Price (the \u201cOver-Allotment Option<\/b>\u201d) which, if exercised in full, would increase the gross proceeds of the Offering to US$11,586,250 (or C$14,845,350).\n<\/p>\n \nClosing of the Offering is expected to occur on or about September 27, 2021, and is subject to a number of customary conditions, including, without limitation, receipt of all regulatory and stock exchange approvals. The Company has applied to list the Common Shares to be issued in the Offering on the Toronto Stock Exchange (\u201cTSX<\/b>\u201d), subject to customary listing conditions. The Common Shares will also be listed on The NASDAQ Stock Market LLC (\u201cNASDAQ<\/b>\u201d) and the Company will make all required notifications (if any) to NASDAQ in connection with the Offering. The Offering is not conditional on the closing of the Acquisition.\n<\/p>\n \nIn connection with the Offering, the Company will file a prospectus supplement (the \u201cProspectus Supplement<\/b>\u201d) to its short form base shelf prospectus dated July 22, 2021 (the \u201cBase Shelf Prospectus<\/b>\u201d) in the United States and Canada. The Prospectus Supplement will also be filed with the U.S. Securities and Exchange Commission (the \u201cSEC<\/b>\u201d) to the Base Shelf Prospectus as part of the Company\u2019s effective registration statement on Form F-10 (the \u201cRegistration Statement<\/b>\u201d) previously filed under the U.S.\/Canada multi-jurisdictional disclosure system. The Prospectus Supplement, together with the Base Shelf Prospectus, contain important detailed information about the Company and the Offering. Prospective investors should read the Prospectus Supplement and the Base Shelf Prospectus, and the documents incorporated by reference therein, before making an investment decision. Copies of the Prospectus Supplement and the Base Shelf Prospectus will be available on SEDAR at www.sedar.com<\/a> and on the SEC\u2019s website at www.sec.gov<\/a>, and a copy of the Registration Statement is available on the SEC\u2019s website at www.sec.gov<\/a>.\n<\/p>\n \nCopies of the Prospectus Supplement and the Base Shelf Prospectus may also be obtained in the United States, upon request, from the offices of Stifel, Nicolaus & Company, Incorporated at Attention: Syndicate, One Montgomery Street, Suite 3700, San Francisco, CA 94104, by telephone at (415) 364-2720, or by email at syndprospectus@stifel.com<\/a> and in Canada, upon request, from Stifel GMP by email at ECMCanada@stifel.com<\/a> and from the offices of Bloom Burton Securities Inc. at Attention: Equity Capital Markets, 65 Front Street East, Suite 300 Toronto, ON M5E 1B5, by telephone at (416) 640-7575 or by email at ecm@bloomburton.com<\/a>.\n<\/p>\n \nNo securities regulatory authority has either approved or disapproved of the contents of this press release. This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy securities, nor will there be any sale of the securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction.\n<\/p>\n About Greenbrook TMS Inc.<\/b><\/p>\n \nOperating through 132 Company-operated treatment centers, Greenbrook is a leading provider of TMS therapy, an FDA-cleared, non-invasive therapy for the treatment of Major Depressive Disorder 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. Greenbrook has provided more than 675,000TMS treatments to over 19,000patients struggling with depression.\n<\/p>\n Forward-Looking Statements:<\/b><\/p>\n \nCertain information in this press release, including statements regarding the Acquisition and the Offering, including the timing of closing of the Acquisition and the potential benefits and synergies to be derived therefrom, the listing of the Common Shares to be issued in the Offering on the TSX and NASDAQ, and the anticipated use of the net proceeds of the Offering, constitutes forward-looking information within the meaning of applicable securities laws in Canada and the United States, including the United States Private Securities Litigation Reform Act of 1995. In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology such as \u201cplans\u201d, \u201ctargets\u201d, \u201cexpects\u201d or \u201cdoes not expect\u201d, \u201cis expected\u201d, \u201cshould\u201d, \u201can opportunity exists\u201d, \u201cis positioned\u201d, \u201cestimates\u201d, \u201cintends\u201d, \u201cassumes\u201d, \u201canticipates\u201d or \u201cdoes not anticipate\u201d or \u201cbelieves\u201d, or variations of such words and phrases or state that certain actions, events or results \u201cmay\u201d, \u201ccould\u201d, \u201cwould\u201d, \u201cmight\u201d, \u201cwill\u201d or \u201cwill be taken\u201d, \u201coccur\u201d or \u201cbe achieved\u201d. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management\u2019s expectations, estimates and projections regarding future events.\n<\/p>\n \nForward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to the factors described in greater detail in the \u201cRisk Factors\u201d section of the Company\u2019s current annual information form and in the Company\u2019s other materials filed with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedar.com<\/a><\/span> and www.sec.gov<\/a><\/span>, respectively, including the Base Shelf Prospectus and the Registration Statement. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. The forward-looking statements contained in this press release are made as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.\n<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20210921006106\/en\/<\/a><\/span><\/p>\n \nGlen Akselrod \nContact information: KEYWORDS:<\/b> North America Canada<\/p>\n INDUSTRY KEYWORDS:<\/b> General Health Health Mental Health<\/p>\n\n
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Investor Relations
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Greenbrook TMS Inc.\n<\/p>\n
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investorrelations@greenbrooktms.com
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1-855-797-4867<\/a><\/p>\n
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