Numinus to acquire Novamind, creating the North American industry leader in psychedelic therapy and research

Company

Novamind Inc.

Law Firm / Organization
McMillan LLP
On April 12, 2022, Numinus Wellness Inc. acquired Novamind Inc. through a definitive arrangement agreement for a total consideration of C$26.2 million. The transaction resulted in a combined company operating 13 wellness clinics and a leader in psychedelic-assisted therapy in North America, with an annual pro-forma revenue of approximately C$10 million. Shareholders of Novamind received an exchange ratio of 0.84 Numinus common shares for each Novamind share, valuing Novamind shares at $0.44 each, a 51% premium over the 20-day VWAP. The merger anticipated to bolster Numinus's financial performance, with projected annual revenue increasing fivefold and C$3 million in cost synergies anticipated, largely from the reduction of overlapping public company expenses. The combined entity was supported by over C$50 million in pro-forma capital, positioning it to serve a broad stakeholder group. Clinically, the entity will focus on developing therapies for mental health conditions, leveraging its expanded network of clinics and research sites. It also expected to accelerate Numinus's path to profitability due to immediate revenue accretion and gross profit from the transaction. The completion of the transaction was subject to regulatory, TSX, and CSE approvals, as well as approval by the shareholders of both companies, with a closing expected in June 2022. Legal counsel for Numinus was provided by Cozen O'Connor LLP, with Eight Capital as financial advisors. McMillan LLP served as legal counsel for Novamind. Both companies' boards recommended the transaction to their shareholders, with Eight Capital and Clarus Securities providing financial advisories and fairness opinions respectively.
Merger & Acquisition
Other
$ 26,200,000
Closed
10 June 2022