StorageVault Adding 3 Stores in Manitoba for $11.5 Million
April 09, 2020
STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) is pleased to announce the acquisition of one store and an agreement to purchase two other stores in Manitoba for $11,545,000 in two separate transactions. StorageVault has completed a $3,700,000 acquisition of a store in Brandon, Manitoba and has entered into an asset purchase agreement with Access Self Storage Inc. (“Access”) to purchase two stores in Winnipeg, Manitoba (the “Winnipeg Stores Transaction”) for an aggregate purchase price of $7,845,000, subject to customary adjustments. Iqbal Khan, Chief Financial Officer, stated “we are pleased to add these 3 strategic stores to StorageVault’s portfolio in Manitoba bringing our count to 12 in the province and 202 owned and operated across Canada.”
The Brandon Store Acquisition
StorageVault has completed the acquisition of all of the storage assets, property and business used in one store located in Brandon, Manitoba for an aggregate purchase price of $3,700,000. The purchase price for the Brandon store acquisition was paid with mortgage financing and funds on hand, and the acquisition is an arm’s length transaction.
The Winnipeg Stores Transaction
The purchase price for the Winnipeg Stores Transaction is $7,845,000, subject to adjustments, and is payable by the issuance of $3,845,000 of common shares of StorageVault at a price equal to the greater of $3.10 per common share and the volume weighted average common share price during the 30 business day period ending two days prior to closing, with the remainder of the purchase price being paid with mortgage financing and funds on hand.
The Winnipeg Stores Transaction is subject to the acceptance of the TSX Venture Exchange (“TSXV”) and is conditional on customary closing conditions. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Winnipeg Stores Transaction will occur on or around April 15, 2020. The independent Acquisition Committee of StorageVault has approved the Winnipeg Stores Transaction.
Exemption from MI 61-101 and TSXV Policy 5.9
As Access is a non-arm’s length party to StorageVault, the Winnipeg Stores Transaction 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. 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 Winnipeg Stores Transaction, 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.
There can be no assurance that the Winnipeg Stores Transaction will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Winnipeg Stores Transaction 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 Winnipeg Stores Transaction.
About StorageVault Canada Inc.
StorageVault owns and operates 202 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 152 of these locations plus over 4,600 portable storage units representing over 8.2 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.
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 Winnipeg Stores Transaction; the satisfaction of the conditions for completion of the proposed Winnipeg Stores Transaction; the issuance of common shares to satisfy a portion of the purchase price for the proposed Winnipeg Stores Transaction; and the potential closing date for the proposed Winnipeg Stores Transaction. 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 Winnipeg Stores Transaction; the satisfactory fulfilment of all of the conditions precedent to the proposed Winnipeg Stores Transaction; the receipt of all required approvals for the proposed Winnipeg Stores Transaction, including TSXV acceptance and any third party consents; the issuance of the common shares as disclosed above as part of the purchase price for the proposed Winnipeg Stores Transaction; market acceptance of the proposed Winnipeg Stores Transaction; the receipt of, and accuracy of the value of, appraisals received for the proposed Winnipeg Stores Transaction; acceptable financing to complete the proposed Winnipeg Stores Transaction; 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 the availability of attractive and financially competitive asset acquisitions in the future. 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; lack of qualified, skilled labour or loss of key individuals; and risks related to COVID-19 including various recommendations, orders and measures of governmental authorities to try to limit the pandemic, including travel restrictions, border closures, non-essential business closures, 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. 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.