StorageVault Completes the Purchase of 8 Storage Assets for $98.6 Million
November 16, 2021
STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) is pleased to announce that, further to its October 13, 2021 news release, it has completed the acquisition of 8 stores (collectively, the “Acquisitions”) from five vendor groups (collectively, the “Vendors”), for an aggregate purchase price of $98.6 million. Three of the Acquisitions are arm’s length and five, totaling $72 million, are related party acquisitions (the “Related Party Acquisitions”) 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 $98.6 million, subject to customary adjustments, was paid by the issuance of an aggregate of 3,327,246 common shares of StorageVault (“Payment Shares”) at an aggregate price of $20,000,000, with the remainder being paid with funds on hand, a promissory note and mortgage assumption. The Payment Shares are subject to a hold period that expires March 6, 2022.
The balance of the $130,000,000 of transactions announced on October 13, 2021 are expected to close before the end of the fiscal year.
Exemption from MI 61-101 and TSXV Policy 5.9
As Access is a non-arm’s length party to StorageVault, certain of the Related Party Acquisitions are 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 certain of the Related Party Acquisitions and the issuance of $15,000,000 of the Payment Shares pursuant to 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.
About StorageVault Canada Inc.
StorageVault now owns and operates 228 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 194 of these locations plus over 4,500 portable storage units representing over 10.5 million rentable square feet on over 625 acres of land. StorageVault also provides last mile storage and logistics solutions and 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:
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: the completion of satisfactory due diligence by StorageVault in relation to 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 board of directors, 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, social distancing and mandatory vaccination policies, 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.