Neuronetics (STIM) Proxy Filing summary

Executive summary

• Neuronetics and Greenbrook TMS Inc. entered into an Arrangement Agreement on August 11, 2024, for Neuronetics to acquire all outstanding Greenbrook shares via a court-approved plan of arrangement under Ontario law, with both boards unanimously approving the deal.

• Greenbrook shareholders will receive Neuronetics common stock, resulting in post-transaction ownership of 43% for Greenbrook shareholders and 57% for Neuronetics stockholders, with 25,304,971 Neuronetics shares to be issued as consideration.

• The transaction is subject to customary closing conditions, including shareholder approvals, court orders, regulatory clearances, and completion of debt conversions and consents.

• The combined board will have seven directors: five appointed by Neuronetics and two by Madryn Asset Management LP, a key Greenbrook shareholder.

Voting matters and shareholder proposals

• Both companies will hold special meetings for shareholders to vote on the arrangement and related resolutions, with proxy statements to be filed and mailed.

• Approval thresholds include a two-thirds majority of Greenbrook shareholders and a majority of Neuronetics stockholders for key resolutions.

• Voting and support agreements have been executed with key shareholders, directors, and officers to vote in favor of the transaction.

• Termination fees of $1,900,000 are payable by either party under specified circumstances, including failure to obtain shareholder approval or acceptance of a superior proposal.

Board of directors and corporate governance

• Post-closing, the board will consist of seven members: five designated by Neuronetics and two by Madryn Asset Management LP.

• Madryn has agreed to vote in favor of certain board proposals regarding Neuronetics' equity plan for two years and not to acquire additional equity or convertible debt.