StorageVault Enters Into Agreements to Acquire Three Stores for $55 Million
15 Mai 2019 - 1:39AM
STORAGEVAULT CANADA INC.
(“
StorageVault”) (
SVI-TSX-V) is
pleased to announce that it has entered into two separate
agreements to acquire two stores in Ontario and one store in
British Columbia from two vendor groups (collectively, the
“
Vendors”) for an aggregate purchase price of $55
million, subject to customary adjustments (the
“
Acquisitions”). The assets and business (the
“
BC Assets and Business”), but not the real
property, of the British Columbia store will be purchased from
Access Self Storage Inc. (“
Access”) for a nominal
cash payment to Access from StorageVault and the receipt by Access
of the Access Payment Share Consideration as set forth below. Other
than the acquisition of the BC Assets and Business from Access, the
Acquisitions are from arm’s length Vendors. It is anticipated that
the closing of each of the Acquisitions will occur on or before
July 31, 2019.
Purchase Price and PaymentThe
aggregate purchase price for the Acquisitions is $55 million,
subject to adjustments, and is payable by the issuance of an
aggregate of $7 million of StorageVault common shares (the
“Payment Shares”) to certain Vendors at the higher
of $2.80 per common share or the 10 day VWAP ending two business
days prior to closing, with the remainder of the aggregate purchase
price being paid with funds on hand and mortgage financing. In
respect of the acquisition of the BC Assets and Business, the
Vendor of the real property for the BC Assets and Business will
direct that $1,250,000 of Payment Shares shall be issued to Access
(the “Access Payment Share Consideration”).
Conditions Precedent to the
AcquisitionsThe obligations of StorageVault to complete
the Acquisitions are subject to initial conditions including, but
not limited to: satisfactory due diligence; and satisfactory
Environmental Site Assessment Reports. Closing of the Acquisitions
are also subject to the satisfaction of other customary closing
conditions including the acceptance of the TSX Venture Exchange
(“TSXV”), if required, for the Acquisitions.
Exemption from MI 61-101 and TSXV Policy
5.9The acquisition of the BC Assets and Business is
considered a “related party transaction” under MI 61-101 and TSXV
Policy 5.9. StorageVault is relying on exemptions from the formal
valuation and minority approval requirements of MI 61-101 and TSXV
Policy 5.9, in respect of the acquisition of the BC Assets and
Business, pursuant to Section 5.5(b) (Issuer Not Listed on
Specified Markets) and Section 5.7(a) (Fair Market Value Not More
Than 25% of Market Capitalization) of MI 61-101, respectively. No
new insiders will be created, nor will any change of control occur,
as a result of the Acquisitions.
Other InformationThere can be
no assurance that the Acquisitions will be completed as proposed or
at all. The TSXV has in no way passed upon the merits of the
Acquisitions and has neither approved nor disapproved the contents
of this news release.
About StorageVault Canada
Inc.StorageVault owns and operates 199 storage locations
in the provinces of British Columbia, Alberta, Saskatchewan,
Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 148
of these locations plus over 4,600 portable storage units
representing over 7.9 million rentable square feet.
For further information, contact Mr. Steven
Scott or Mr. Iqbal Khan:
Tel: 1-877-622-0205
ir@storagevaultcanada.com
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Forward-Looking Information: This news release
contains “forward-looking information” within the meaning of
applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein are
forward-looking information. In particular, this news release
contains forward-looking information in relation to: the proposed
Acquisitions; the timing for completion of the proposed
Acquisitions; the satisfaction of the conditions for completion of
the proposed Acquisitions; and the issuance of the Payment Shares
to satisfy a portion of the purchase price for certain of the
proposed Acquisitions. This forward-looking information reflects
StorageVault’s current beliefs and is based on information
currently available to StorageVault and on assumptions StorageVault
believes are reasonable. These assumptions include, but are not
limited to: the completion of satisfactory due diligence by
StorageVault in relation to the proposed Acquisitions; the
satisfactory fulfilment of all of the conditions precedent to the
proposed Acquisitions; the receipt of all required approvals for
the proposed Acquisitions including TSXV acceptance; the issuance
of the Payment Shares as disclosed above as part of the purchase
price for certain of the proposed Acquisitions; market acceptance
of the proposed Acquisitions; the value of the appraisals received
for the proposed Acquisitions; and acceptable financing to complete
the proposed Acquisitions. Forward looking information is subject
to known and unknown risks, uncertainties and other factors that
may cause the actual results, level of activity, performance or
achievements of StorageVault to be materially different from those
expressed or implied by such forward-looking information. Such
risks and other factors may include, but are not limited to:
general business, economic, competitive, political and social
uncertainties; general capital market conditions and market prices
for securities; delay or failure to receive board or regulatory
approvals; the actual results of future operations; competition;
changes in legislation, including environmental legislation,
affecting StorageVault; the timing and availability of external
financing on acceptable terms; conclusions of economic evaluations
and appraisals; and lack of qualified, skilled labour or loss of
key individuals. A description of additional risk factors that may
cause actual results to differ materially from forward-looking
information can be found in StorageVault’s disclosure documents on
the SEDAR website at www.sedar.com. Although StorageVault has
attempted to identify important factors that could cause actual
results to differ materially from those contained in
forward-looking information, there may be other factors that cause
results not to be as anticipated, estimated or intended. Readers
are cautioned that the foregoing list of factors is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking information as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Forward-looking information contained in this news release
is expressly qualified by this cautionary statement. The
forward-looking information contained in this news release
represents the expectations of StorageVault as of the date of this
news release and, accordingly, is subject to change after such
date. However, StorageVault expressly disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities law.
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