StorageVault Updates Previously Announced Transactions
01 April 2021 - 3:13PM
STORAGEVAULT CANADA INC.
(“
StorageVault”) (
SVI-TSX-V) is
pleased to announce that, further to its March 3, 2021 news
release, to date it has completed the acquisition of 8 stores
(collectively, the “
Acquisitions”) from four
vendor groups (collectively, the “
Vendors”), for
an aggregate purchase price of $44.1 million. The balance of the
previously announced acquisitions totaling $56 million is scheduled
to close in Q2 2021. Three of the completed Acquisitions are arm’s
length and one, totaling $6.7 million, is a related party
acquisition (the
“Related Party Acquisition”) with
Access Self Storage Inc. or its affiliates or associates
(collectively, “
Access”) as the Vendor.
The purchase price for the Acquisitions in the
amount of $44.1 million, subject to customary adjustments, was paid
by the issuance of 2,755,456 common shares of StorageVault
(“Payment Shares”) at an aggregate price of $10.8
million with the remainder being paid with funds on hand and
mortgage financing. The Payment Shares are subject to a hold period
that expires four months and a day from the date of issuance of
such shares.
EXEMPTION FROM MI 61-101 AND TSXV POLICY
5.9; As Access is a non-arm’s length party to
StorageVault, the Related Party Acquisition is considered a
“related party transaction” under Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions
(“MI 61-101”) and TSX Venture Exchange Policy 5.9.
StorageVault is relying on exemptions from the formal valuation and
minority approval requirements of MI 61-101 and TSX Venture
Exchange Policy 5.9, in respect of the Related Party Acquisition
and the issuance of the Payment Shares pursuant to the Related
Party Acquisition, 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.
About StorageVault Canada
Inc.StorageVault now owns and operates 216 storage
locations in the provinces of British Columbia, Alberta,
Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
StorageVault owns 175 of these locations plus over 4,600 portable
storage units representing over 9.5 million rentable square feet on
over 570 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: 1-877-622-0205ir@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 closing
date for the balance of the previously announced 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: if applicable, the
receipt of TSX Venture Exchange acceptance of the previously
announced acquisitions; the completion of satisfactory due
diligence by StorageVault in relation to the previously announced
acquisitions; the execution of purchase agreements for certain of
the previously announced acquisitions; the satisfactory fulfilment
of all of the conditions precedent to the previously announced
acquisitions including satisfactory due diligence, obtaining first
mortgage commitments, and satisfactory environmental site
assessment reports; acceptable financing to complete the
previously announced acquisitions; and the accuracy of the value
of appraisals received for the previously announced 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 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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