- Complementary businesses combine to create a preeminent North American platform with operations spanning 13 wellness clinics, four research sites and one bioanalytical laboratory
- Shared mission of responsibly reintroducing psychedelic therapy to mental healthcare
- Hosting clinical trials for MDMA (
MAPS Public Benefit Corporation ), psilocybin (theUsona Institute ), LSD (MindMed) and ketamine (theUniversity of Utah ) - Combined
C$10 million in annual pro-forma revenue based on the trailing four quarters - Acquisition is expected to generate
C$3 million in annual cost synergies - Transaction expected to close in
June 2022 , following anticipated shareholder approval
Following the Transaction, the combined company will operate 13 wellness clinics and will be positioned as a leading psychedelic-assisted therapy provider in
"Since Numinus began, we have always strived to be the most trusted, evidence-based leader in psychedelic-assisted therapy and medicine. The
Proposed Transaction
Under the terms of the Agreement, shareholders of
Key Transaction Highlights
- Creates an industry-leading North American platform for psychedelic clinics and clinical research.
- Increased client programming with complementary service offerings to be shared and expanded across the combined clinic network.
- Best-in-class service offering with clinics providing a wide range of traditional, innovative and psychedelic mental health treatments that can be appropriately matched to each client's needs. Services include ketamine-assisted psychotherapy (KAP), Spravato (esketamine), transcranial magnetic stimulation (TMS), talk therapy, group therapy, medication management, psychedelic palliative care and neurological care. Clinics will also offer family and couples counselling, as well as in-person and virtual group therapy for expanded access to innovative treatments.
- Combines
Novamind's distinguished clinical research site management capabilities with Numinus Bioscience's bioanalytical laboratory expertise, resulting in a comprehensive clinical research offering. Novamind's U.S. DEA Schedule 1 licenses for psilocybin research complement Numinus Bioscience's extensive Health Canada Controlled Drugs & Substances License to possess, produce, assemble, sell, export, deliver, research, and test a wide range of psychedelic drugs and botanical materials, including DMT, ketamine, LSD, MDMA, mescaline, psilocin, psilocybin, ayahuasca and San Pedro.- Accelerates Numinus' path to profitability:
- The Transaction is expected to be immediately accretive to Numinus' revenue and gross profit, and, based on forecasts and efficiencies of scale, will shorten the timeline of Numinus' path to profitability.
- The acquisition is anticipated to generate
C$3 million in annual cost synergies, the majority of which relate to the elimination of duplicative public company expenses and operational systems, further supporting margin enhancement. - Participation by
Novamind shareholders in the future of Numinus:Novamind shareholders will receive Numinus common shares, listed on both theToronto Stock Exchange (TSX) and the OTC Markets Group's OTCQX, pursuant to the closing of the Transaction.
Clinic Leadership
The combined company will operate 13 wellness clinics in focused geographies across the
Research Leadership
The combined company will operate four clinical research sites and a bioanalytical laboratory, all of which are currently supporting leading drug developers in psychedelic medicine with critical infrastructure and services. Select ongoing psychedelic medicine clinical trials include:
- A single-arm, open-label, compassionate access trial for MDMA-assisted therapy that has made significant progress toward treating patients with PTSD hosted in collaboration with
MAPS Public Benefit Corporation (MAPS PBC); - A phase II clinical trial investigating psilocybin for major depressive disorder sponsored by the
Usona Institute ; - An open-label compassionate access trial of psilocybin-assisted psychotherapy for substance use disorders;
- A phase IIb randomized clinical trial investigating lysergic acid diethylamide (LSD) for generalized anxiety disorder in adults sponsored by MindMed;
- A phase I randomized clinical trial investigating the safety and efficacy of KAP combined with Mindfulness-Oriented Recovery Enhancement therapy for the treatment of adults with opioid use disorder in collaboration with the
University of Utah .
The combined company will benefit from drug developers' high R&D spend and offers unprecedented capabilities for psychedelic clinical research from pre-clinical studies through phase IV trials.
Pro-Forma Financial Information:
C$ from the last four | Numinus |
| Combined |
Revenue | |||
Gross Profit | |||
Gross Profit Margin | 0.4% | 47.8% | 37.9% |
Cash |
|
|
Additional Transaction Information
Key
Numinus' executive team and board will remain in place, with the Company being led by CEO
Completion of the Transaction is subject to a number of conditions including the receipt of regulatory, TSX and CSE approvals. Pursuant to TSX and CSE rules, the Transaction must also be approved by both Numinus' and
Special Meetings and Information Circulars
Numinus will be convening a special meeting of its shareholders to consider the Transaction. Numinus currently anticipates that the special meeting will be held in early
Boards of Directors Recommendation and Voting Support
The arrangement has been unanimously approved by the boards of directors of both Numinus and
Eight Capital is acting as financial advisor to Numinus' board of directors. The board of directors, based upon their investigations, concluded that the Transaction is in the best interests of Numinus shareholders, and will be recommending that shareholders vote in favour of a resolution at the special meeting of shareholders.
Investor Presentation and Conference Call
A presentation for the investment community with highlights of the Transaction will be available on Numinus' investor relations website at: https://www.investors.numinus.com/events-and-presentations
Highlights of the Transaction will also be discussed on Numinus' upcoming Q2 2022 results conference call, occurring at
To listen to the live webcast, please register at: https://event.on24.com/wcc/r/3723657/8A7C51BC48923FC18A54C2754EF10DBA
The webcast will also be archived on the Events and Presentations page of Numinus' Investor Relations website: https://www.investors.numinus.com/events-and-presentations
To participate in the live conference call, please use the following dial-in information:
1 (888) 330-3632 (
1 (646) 960-0837 (International)
Please ask to participate in Numinus' Q2 2022 Results Call. To avoid any delays in joining the call, please dial in at least five minutes prior to the call start time. If prompted, please provide conference passcode 3547386.
About Numinus
Learn more at www.numinus.com and follow us on LinkedIn, Facebook, Twitter, and Instagram.
About
Forward-Looking Statements
This news release includes certain "forward‐looking information" and "forward‐looking statements" (collectively "forward‐looking statements") within the meaning of applicable Canadian securities legislation, including statements regarding the plans, intentions, beliefs and current expectations of the Company with respect to future business activities and operating performance. All statements in this news release that address events or developments that the Company expects to occur in the future are forward‐looking statements. Forward‐looking statements are statements that are not historical facts and are often identified by words such as "expect", "plan", "anticipate", "project", "target", "potential", "schedule", "forecast", "budget", "estimate", "intend" or "believe" and similar expressions or their negative connotations, or that events or conditions "will", "would", "may", "could", "should" or "might" occur, and include information regarding: (i) expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction and receiving the required securityholder, regulatory and court approvals, (ii) the anticipated timing of the securityholder meeting of the Company and the mailing of the information circular in respect of the meeting; (iii) expectations regarding the potential benefits of the Transaction and the ability of the combined company to successfully achieve business objectives; and (iv) expectations for other economic, business, and/or competitive factors.
Forward‐looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control. These forward‐looking statements are qualified in their entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including the Company's financial statements and related MD&A for the financial year ended
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