StorageVault Enters Into Agreements to Acquire Three Stores for $55 Million
May 14, 2019
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.
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 Acquisitions; the timing for completion of the proposed Acquisitions; the satisfaction of the conditions for completion of the proposed Acquisitions; and the issuance of the Payment Shares to satisfy a portion of the purchase price for certain of the proposed 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 proposed Acquisitions; the satisfactory fulfilment of all of the conditions precedent to the proposed Acquisitions; the receipt of all required approvals for the proposed Acquisitions including TSXV acceptance; the issuance of the Payment Shares as disclosed above as part of the purchase price for certain of the proposed Acquisitions; market acceptance of the proposed Acquisitions; the value of the appraisals received for the proposed Acquisitions; and acceptable financing to complete the proposed 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 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; and lack of qualified, skilled labour or loss of key individuals. 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.