StorageVault Enters Into Agreements to Acquire Three Stores for $55 MillionMay 15, 2019
TORONTO, May 14, 2019 (GLOBE NEWSWIRE) — 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 Payment
The 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 Acquisitions
The 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 5.9
The 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.
There 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:
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.