Numinus (TSX:NUMI; OTCQX:NUMIF) agreed to acquire Novamind (CSE:NM; OTCQB:NVMDF;FSE:HN2) in a stock swap, by way of a court-approved plan of arrangement, for total consideration of about $26.2-million (Canadian).
The combined company will operate 13 wellness clinics and will be positioned as a leading psychedelic-assisted therapy provider in North America, leading its peer group in revenue with approximately $10-million (Canadian) in annual pro-forma revenue based on the trailing four quarters.
“The Novamind acquisition presents a transformational opportunity for Numinus to launch a strong U.S. platform through eight established, reputable, efficiently operating and revenue-producing clinics,” Payton Nyquvest, CEO of Numinus, said in a statement.
“We expect this acquisition will significantly bolster our financial performance, growing Numinus’ annual revenue to more than five times our current levels, and driving meaningful margin improvement through identified operating efficiencies,” he added.
Yaron Conforti, CEO of Novamind, said the combined entity is supported with more than $50-million (Canadian) in pro-forma capital and positioned with distinct capabilities to serve a growing and diverse group of stakeholders.
Under the accord, shareholders of Novamind would receive 0.84 of a common share of Numinus for each Novamind share held, implying an offer price of 44 cents per Novamind Share. The offer price represents a premium of 51% to Novamind’s 20-day volume-weighted average price on the Canadian Securities Exchange. After the transaction, Novamind shareholders would hold about 18% of the company on a pro-forma, fully diluted basis.
The transaction is expected to close in June following special meetings of shareholders of both companies.
