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TORONTO, April 05, 2019 (GLOBE NEWSWIRE) — STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) is pleased to announce that it has entered into an asset purchase agreement executed with Access Self Storage Inc. and RecordXpress Inc. (collectively, “Access”) to purchase two stores in the Greater Toronto Area, a 4 acre storage lot in London, Ontario and the assets and business of RecordXpress, an information and records management business owned by Access (collectively, the “Acquisition”). The aggregate purchase price for the Acquisition is $32,500,000, subject to customary adjustments.
The 4 acre asset in London is adjacent to one of the Real Storage assets and will provide StorageVault with strategic expansion opportunities in London.
Chief Executive Officer Steven Scott commented that “upon the closing of the previously announced Real Storage acquisition, we will acquire an information and records management business in Alberta. The StorageVault Acquisition Committee and Board felt that the information and records management business is a complementary vertical in the storage space, much like portable storage, and fills up excess space, and delivers strong “sticky” cash flows. Upon the acquisition of RecordXpress, StorageVault will achieve critical scale and provides the back bone for launching a valet storage business. We are pleased to be able to offer our existing business clients a complete made in Canada solution for their information and records management.”
The Acquisition is subject to the acceptance of the TSX Venture Exchange (“TSXV”) and, as Access is a non-arm’s length party to StorageVault, the Acquisition is considered to be a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSXV Policy 5.9. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Acquisition will occur in the middle of April 2019.
Purchase Price and Payment
The purchase price for the Acquisition is $32,500,000, subject to adjustments, and is payable by the issuance of $8,300,000 of common shares of StorageVault at a price equal to the greater of $2.80 per common share or the volume weighted average common share price during the 10 day period ending two days prior to closing, with the remainder of the purchase price being paid with mortgage financing and funds on hand.
Conditions Precedent to the Acquisition
The independent Acquisition Committee of StorageVault approved the Acquisition on April 5, 2019. Closing of the Acquisition is subject to the satisfaction of customary closing conditions, including TSXV acceptance of the Acquisition and certain third party consents.
Exemption from MI 61-101 and TSXV Policy 5.9
The Acquisition 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, 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 Acquisition.
There can be no assurance that the Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Acquisition and has neither approved nor disapproved the contents of this news release.
About StorageVault Canada Inc.
StorageVault owns and operates 161 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 107 of these locations plus over 4,600 portable storage units representing over 6 million rentable square feet.
For further information, contact Mr. Steven Scott or Mr. Iqbal Khan: