Danam Health, Inc. entered into a definitive agreement and plan of merger to acquire Assure Holdings Corp. in a reverse merger transaction.
February 11, 2024
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Danam Health, Inc. entered into a definitive agreement and plan of merger to acquire Assure Holdings Corp. (NasdaqCM:IONM) in a reverse merger transaction on February 12, 2024. Under the agreement, Danam will merge with a newly-formed, wholly-owned subsidiary of Assure in a stock-for-stock transaction (the ?Merger?) in which Danam will survive as a wholly-owned subsidiary of Assure. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the ?Effective Time?): (i) each share of Danam capital stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become the right to receive the applicable per share portion of the ?merger consideration? as set forth in the allocation statement to be delivered pursuant to the Merger Agreement (?merger consideration? is defined in the Merger Agreement to mean a number of shares of common stock of Assure equal to (a) the quotient obtained by dividing (i) the number of shares of Assure capital stock on a fully diluted basis (the ?Assure Fully Diluted Share Number?) by (ii) the quotient of (A) the adjusted value of Assure dividend by (B) the sum of the adjusted value of Assure and the adjusted value of Danam, minus (b) the Assure Fully Diluted Share Number minus (c) the number of shares of common stock of Assure the warrants of Danam will become exercisable for upon closing of the Merger); (ii) each outstanding warrant of Danam will be assumed by Assure and become a warrant to purchase an adjusted number of shares of common stock of Assure, at an adjusted exercise price per share but subject to the same terms and conditions as the warrant of Danam. Following closing of the Merger, the former Assure equity holders immediately before the Merger are expected to own approximately 10% of the outstanding capital stock of the combined company on a fully diluted basis and the equity holders of Danam immediately before the Merger are expected to own approximately 90% of the outstanding capital stock of the combined company on a fully diluted basis, and resulting in a combined publicly traded company valued in the Merger Agreement at approximately $150 million on a fully diluted basis. Upon closing of the proposed merger, Suren Ajjarapu will serve as Chairman of the combined company. The Merger Agreement provides that the Board of Directors of the combined company will comprise of five members designated by Danam. Assure will change its name to ?Danam Health Holdings Corp.? and the combined company is intended to continue as a Nasdaq-listed company. In the event that Danam or Assure terminates the Merger Agreement pursuant to certain of the sections set forth, Assure will be required to pay Danam a termination fee of $1 million, less any reimbursed expenses.
The boards of directors of both companies have unanimously approved the Merger Agreement. The Merger is expected to close in the second quarter of 2024, subject to satisfying certain closing conditions, including the completion of certain acquisitions by Danam, a sale of assets by Assure, the receipt of shareholder approval by both companies and approval for listing of the combined company on Nasdaq and Assure having a maximum amount of $500,000 in retained liabilities. In connection with the Merger, Assure will prepare and file with the U.S. Securities and Exchange Commission (the ?SEC?) a registration statement on Form S-4 that will contain a prospectus and a proxy statement.
Joseph Gunnar & Co., LLC is serving as the exclusive financial advisor to Assure and Danam in connection with the Merger. Jason Brenkert of Dorsey & Whitney LLP is serving as legal counsel for Assure and Kate Bechen of Dykema Gossett PLLC is serving as legal counsel for Danam.
Assure Holdings Corp. is a provider of outsourced intraoperative neurophysiological monitoring (IONM) and remote neurology services. The Company delivers a suite of clinical and operational services to support surgeons and medical facilities during invasive procedures. Its IONM tool is used for various surgical verticals, such as neurosurgery, spine, cardiovascular, orthopedic, ear, nose, and throat (ENT), and other surgical procedures. Its in-house interoperative neurophysiologists (INP) provide the technical component IONM services from the operating room throughout the procedure, while telehealth-oriented supervising practitioners provide a level of redundancy and risk mitigation in support of the onsite INPs and the surgical team. It offers IONM services, including scheduling the INP and supervising practitioner, real-time monitoring, patient advocacy and subsequent billing for services provided. It provides IONM services for over 215 surgeons in 129 hospitals and surgery centers.