STORAGEVAULT CANADA INC.
(“
StorageVault”) (
SVI-TSX-V) has
agreed to acquire 15 stores from seven vendor groups (collectively,
the “
Vendors”) for an aggregate purchase price of
$100,000,000, subject to customary adjustments (the
“
Acquisitions”). Five of the Acquisitions are
arm’s length and two, totaling $10,700,000, are related party
acquisitions (the
“Related Party Acquisitions”)
with Access Self Storage Inc. or its affiliates or associates
(collectively, “
Access”) as the Vendor. It is
anticipated that the Acquisitions will close in Q1 and Q2 2021.
Seven of the assets are located in Ontario, two
in Saskatchewan and six in Alberta. Six of the stores are currently
managed by StorageVault. The Acquisitions will result in
StorageVault owning 182 stores and owning and managing 221 across
Canada.
Purchase Price and PaymentThe
aggregate purchase price is $100,000,000, subject to adjustments,
and is payable by the issuance of an aggregate of up to
approximately $15,000,000 of StorageVault common shares to certain
of the Vendors based on an agreed upon VWAP ending two days prior
to closing, with the remainder of the aggregate purchase price
being paid with funds on hand and mortgage financing.
Conditions Precedent to the
AcquisitionsThe obligations of StorageVault to complete
the Acquisitions are subject to conditions including, but not
limited to: satisfactory due diligence, obtaining first mortgage
commitments, and satisfactory environmental site assessment
reports. The obligations of both StorageVault and the Vendors to
complete the closing of the Acquisitions are subject to the
satisfaction of other customary closing conditions and include
acceptance of the TSX Venture Exchange (“TSXV”).
None of the seven Vendor group Acquisitions are conditional or
contingent on the completion of the other Acquisitions.
Exemption from MI 61-101 and TSXV Policy
5.9As Access is a non-arm’s length party to StorageVault,
the Related Party Acquisitions are considered “related party
transactions” 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 Related Party Acquisitions, 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.
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. No new insiders will be created, nor will any
change of control occur, as a result of the Acquisitions.
About StorageVault Canada
Inc.StorageVault currently owns and operates 212 storage
locations in the provinces of British Columbia, Alberta,
Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
StorageVault owns 167 of these locations plus over 4,400 portable
storage units representing over 9.2 million rentable square feet on
over 525 acres of land. StorageVault also provides professional
records management services, such as document and media storage,
imaging and shredding services.
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 StorageVault common
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; execution
of purchase agreements for certain of the proposed Acquisitions;
the satisfactory fulfilment of all of the conditions precedent to
the proposed Acquisitions including satisfactory due diligence,
obtaining first mortgage commitments, and satisfactory
environmental site assessment reports; the receipt of all
required approvals for the proposed Acquisitions, including TSXV
acceptance and any third party consents (including for mortgage
commitments); the issuance of StorageVault common shares as
disclosed above as part of the purchase price for certain of the
proposed Acquisitions; market acceptance of the proposed
Acquisitions; the receipt of, and accuracy of the value of,
appraisals received for the proposed Acquisitions; acceptable
financing to complete the proposed Acquisitions; the level of
activity in the storage business and the economy generally;
consumer interest in StorageVault’s services and products;
competition and StorageVault’s competitive advantages; and
StorageVault’s continued response and ability to navigate the
COVID-19 pandemic being consistent with, or better than, its
ability and response to date. 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 third party or
regulatory approvals; the actual results of StorageVault’s 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; lack of qualified, skilled
labour or loss of key individuals; risks related to the COVID-19
pandemic including various recommendations, orders and measures of
governmental authorities to try to limit the pandemic, including
travel restrictions, border closures, non-essential business
closures, service disruptions, quarantines, self-isolations,
shelters-in-place and social distancing, disruptions to markets,
economic activity, financing, supply chains and sales channels, and
a deterioration of general economic conditions including a possible
national or global recession; and the impact that the COVID-19
pandemic may have on StorageVault which may include: a short-term
delay in payments from customers, an increase in accounts
receivable and an increase of losses on accounts receivable;
decreased demand for the services that StorageVault offers; and a
deterioration of financial markets that could limit StorageVault’s
ability to obtain external financing. 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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