Good morning, ladies and gentlemen. On behalf of the board of directors, it is my pleasure to welcome you to the special meeting of shareholders of Greenbrook TMS Inc. My name is Bill Leonard. I am the President and Chief Executive Officer of Greenbrook. We have determined to hold this special meeting in a virtual meeting format by way of a live webcast. We hope that hosting a virtual meeting will enable greater participation by our shareholders by allowing shareholders who might not otherwise be able to travel to a physical meeting to attend online. Joining me this morning is Sasha Cucuz, our Executive Chairman, who will oversee the formal portion of this meeting. Sasha. Thank you, Bill. Good morning, everyone, and welcome to the special meeting of the shareholders of Greenbrook TMS Inc. My name is Sasha Cucuz, and I have the honor of serving as Executive Chairman of the board of directors of Greenbrook. On behalf of the board and the Greenbrook management team, I would like to extend a warm welcome to all of you joining us today. As you know, the purpose of today's special meeting is to consider and, if deemed advisable, to pass a special resolution approving: one, a plan of arrangement involving Greenbrook and Neuronetics pursuant to Section 182 of the Ontario Business Corporations Act, whereby Neuronetics Inc. Will acquire all of the issued and outstanding common shares of Greenbrook, and two, the conversion by affiliates of our senior lender, Madryn Asset Management, LP, of the full amount of indebtedness outstanding under our credit agreement with Madryn into common shares of Greenbrook pursuant to the term loan exchange agreement, all as more particularly described in the joint proxy statement that was mailed to shareholders in advance of this meeting. Before we commence with the formal business of the meeting, we would like to advise you that some of the statements made this morning may contain forward-looking information. These are subject to a number of risks and uncertainties that could cause actual results to differ. We refer you to the cautionary statements contained in the joint proxy statement, our financial reports, and our other public documents for full details. I would now like to formally call to order the special meeting of shareholders of Greenbrook TMS Inc. In attendance today are members of our leadership team, including Bill Leonard, our President and Chief Executive Officer, and Peter Willett, our Chief Financial Officer. Also in attendance are members of Greenbrook's board of directors. In accordance with our bylaws, Mr. Peter Willett, the Chief Financial Officer of Greenbrook, will act as secretary of the meeting. I would also ask Estella Richard of Broadridge Investor Communications Corporation to act as scrutineer of the meeting. The notice of this meeting dated October 4, 2024, and the accompanying form of proxy and joint proxy statement were mailed on October 17, 2024, to all those entitled to receive them in accordance with the Ontario Business Corporations Act and the interim order of the Ontario Superior Court of Justice dated October 1st, 2024, which I will hereon refer to as the interim order. I have before me copies of the affidavits of mailing of Broadridge Investor Communications Corporation and Broadridge Financial Solutions, Inc., indicating that the notice of meeting, the joint proxy statement, the form of proxy, and the letter of transmittal were properly mailed to the registered and beneficial shareholders of Greenbrook as of the record date in accordance with the Ontario Business Corporations Act, applicable Canadian securities laws, Greenbrook's bylaws, and the interim order. I direct that a copy of the notice of meeting with proof of mailing be annexed to the meeting minutes. Copies of the notice of meeting, the joint proxy statements, and other meeting materials are available under Greenbrook's issuer profile on SEDAR and EDGAR. I have received the scrutineer's preliminary report on the attendance of this meeting of shareholders. The secretary has confirmed that there is a quorum present. I direct that a copy of the scrutineer's final report on attendance be annexed to the minutes of this meeting. Of the approximately 168.6 million issued and outstanding shares, approximately 128.4 million, or 76.2%, are represented. Proper notice having been given in accordance with the Ontario Business Corporations Act and applicable Canadian securities laws, Greenbrook's bylaws, and the Interim Order, and with a quorum being present, I now declare that this meeting has been duly called and properly constituted for the transaction of business. I will begin today's meeting by outlining how voting and questions will be addressed in this virtual meeting format. The primary difference in how we will conduct today's meeting is the manner in which voting will take place. Usually, and today is no exception, the majority of shareholders submit their proxies or voting instructions in advance of the meeting. In situations where the meeting is held in person, registered shareholders or duly appointed proxy holders who wish to vote at the meeting would be required to attend the meeting in person. Since we are hosting today's meeting virtually, voting during the meeting will take place on a virtual webcast platform. To vote, click the Vote Here button on the webcast platform and click Submit for your votes to be counted. Voting will be open throughout the formal portion of the meeting. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the meeting. Another manner in which this virtual meeting will be different is with respect to questions, which will be accepted through this online platform. To submit a question, type your question into the text box under Ask a Question at the bottom of your screen and click Submit. When submitting a question, please identify whether it relates to a motion being considered as part of the formal business of the meeting or whether it is a general question. We will address questions directly related to a particular motion at the appropriate time of the meeting before a vote is taken and will save general questions until after the formal business has been completed. I would encourage you to submit any questions that you have on the arrangement resolution now. Questions with common themes may be grouped together for efficiency. I encourage you to submit your questions as early as possible and to keep your questions brief. Peter Willett, the secretary for today's meeting, will read the questions aloud and either Bill, Peter, or I will respond. Please note that only registered shareholders or duly appointed proxy holders are entitled to vote at this meeting. Beneficial shareholders who have not duly appointed themselves as proxy holders are not able to vote at this meeting. However, all shareholders and duly appointed proxy holders may ask questions. I will now turn to our formal business. As described in the Joint Proxy Statement, Greenbrook intends to undertake a transaction whereby Greenbrook will become a private company owned by Neuronetics, Inc. According to the single item of business at today's meeting is to consider and, if deemed advisable, to pass a resolution approving: one, a Plan of Arrangement involving Greenbrook and Neuronetics, Inc. Pursuant to Section 182 of the Ontario Business Corporations Act, whereby Neuronetics will acquire all of the issued and outstanding common shares of Greenbrook, and two, the conversion by affiliates of our senior lender, Madryn Asset Management, LP, of the full amount of indebtedness outstanding under our credit agreement with Madryn into common shares of Greenbrook pursuant to the term loan exchange agreement. The complete text of the arrangement resolution is set out in Appendix C to the joint proxy statement. In order to be effective, the arrangement resolution requires an affirmative vote of at least 2/3s, or 66% and 2/3s, of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting, and two, a simple majority of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting, excluding the shares held by Madryn Asset Management, LP and its affiliates and Bill Leonard, each of whom are required to be excluded from the vote in accordance with the Multilateral Instrument 61-101, as more particularly described in the joint proxy statement. For the reasons stated in the joint proxy statement, Greenbrook's board of directors has unanimously recommended that Greenbrook shareholders vote for the arrangement resolution. In accordance with the Interim Order, each registered holder of Greenbrook shares whose name was entered on the central securities register of Greenbrook at the close of business on the record date of October 4, 2024, is entitled to one vote for each Greenbrook share registered in their name. Thank you to all of the shareholders who submitted their proxies in advance of the meeting. I'm pleased to report that management has received proxies representing approximately 76.2% of the Greenbrook shares and approximately 37.3% of the Greenbrook shares, excluding shares held by interested parties pursuant to Multilateral Instrument 61-101. These proxies directed me to vote 128,393,591 Greenbrook shares and 262,910,094 Greenbrook shares, excluding shares held by interested parties pursuant to MI 61-101 in favor of the Arrangement Resolution, both of which exceed the thresholds required in order for the Arrangement Resolution to be carried. To make the best use of our time, I have arranged for certain shareholders to move and second the proposals which are called for in the notice of meeting. Following the formal business of the meeting, you will have an opportunity to ask questions of our management team through this online platform. I would encourage you to take advantage of this opportunity by submitting questions as early as possible. At this time, we'd like to open this meeting to a discussion of any questions on the arrangement resolution that have been submitted to this meeting by shareholders. Peter, were there any questions or comments submitted in connection with the arrangement resolution? No, Sasha. We have not received any such questions. Thanks, Peter. I will now entertain a motion with respect to the arrangement resolution, the full text of which is set forth in Appendix C to the joint proxy statement as placed before the meeting. Mr. Chairman, I move that the Arrangement Resolution, the full text of which is set forth in Appendix C to the Joint Proxy Statement as placed before the meeting, be approved. Mr. Chairman, I second the motion. Thank you. You've heard the motion. I would ask registered shareholders or duly appointed proxy holders to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. Thank you for casting your votes. The polls are now closed. This brings us to the end of the voting on the item of business before this meeting. We will now have a brief pause to ascertain the preliminary voting results. We have been informed by the scrutineer that the preliminary vote report shows that of the votes cast by the shareholders present or represented by proxy and entitled to vote at the meeting, approximately 99.97% were cast for the arrangement resolution and approximately 0.03% were cast against. Furthermore, of the votes cast by shareholders present or represented by proxy and entitled to vote at the meeting, excluding Madryn Asset Management, LP and its affiliates and Bill Leonard, each of whom are required to be excluded from the vote in accordance with Multilateral Instrument 61-101, as more particularly described in the Joint Proxy Statement, approximately 99.93% were cast for the Arrangement Resolution and approximately 0.07% were cast against. Accordingly, I am pleased to declare the Arrangement Resolution carried. I direct the scrutineer's complete report on the ballot be annexed to the minutes of this meeting. We will be reporting final voting results of this meeting on Greenbrook's SEDAR and EDGAR profiles at www.sedarplus.ca and www.sec.gov, respectively, for this meeting. This completes the matters of business to be conducted as set out in the notice of meeting and the Joint Proxy Statement. If there is no further business to be brought before this meeting, I will entertain a motion for the formal termination of this meeting. Mr. Chairman, I move that the meeting terminate. Mr. Chairman, I second the motion. Thank you. The motion is carried, and I now declare the formal portion of this meeting terminated. With that, we will now address questions. To submit a question, type your question into the text box under Ask a Question at the bottom of your screen and click Submit. Peter, were there any questions submitted? No, Sasha. We have not received any questions. Thank you, Peter. This concludes our special meeting of shareholders. On behalf of Greenbrook's management, our board of directors, and our employees, I would like to take the opportunity to thank everyone for attending today's meeting. This concludes today's meeting. You may now disconnect.
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