StorageVault to Acquire 5 Stores in the Prairies for $22,000,000; Closes Previously Announced Purchase of 5 Stores in Ontario and Quebec for $66,850,000; Issues Options
December 23, 2016
CALGARY, ALBERTA--(Marketwired - Dec 23, 2016) - STORAGEVAULT CANADA INC. (“ StorageVault”) ( SVI-TSX-V ) is pleased to announce the following: (1) that it has entered into a purchase agreement to acquire five stores in the Prairies for $22,000,000, (2) it has closed the previously announced acquisition of 5 stores in Ontario and Quebec for $66,850,000, and (3) it has issued 3,000,000 options to purchase common shares (“ Common Shares ”) of StorageVault.
PURCHASE AGREEMENT TO ACQUIRE 5 STORES IN THE PRAIRIES
StorageVault has entered into an asset purchase agreement executed on December 22, 2016 to purchase from an arm’s length private vendor (the “Vendor”) for an aggregate purchase price of $22,000,000, subject to customary adjustments, all of the storage assets, property and business used in the operation and business of five stores in the Prairies owned by the Vendor (the “Acquisition”). The Acquisition adds additional scale to StorageVault’s current operations in the Prairies. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Acquisition will occur on or before March 31, 2017. The Acquisition is subject to the acceptance of the TSX Venture Exchange (“TSXV”). No new insiders will be created, nor will any change of control occur, as a result of the Acquisition.
Purchase Price and Payment
The purchase price for the Acquisition is $22,000,000, subject to adjustments, and is payable by the issuance of $4,000,000 of Common Shares of StorageVault at a deemed price of $1.50 per Common Share, with the remainder of the purchase price being paid with funds on hand and first mortgage financing.
Conditions Precedent to the Acquisition
The obligations of StorageVault to complete the Acquisition are subject to initial conditions including, but not limited to: satisfactory due diligence; satisfactory Environmental Site Assessment Reports; satisfactory financing; and formal StorageVault board of directors approval of the Acquisition. The obligations of both StorageVault and the Vendor to complete the closing of the Acquisition are subject to the satisfaction of other customary closing conditions.
Completion of the Acquisition is subject to a number of conditions as disclosed above and as set forth in the purchase agreement. 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.
CLOSING OF ACQUISITION OF 5 STORES IN ONTARIO AND QUEBEC FOR $66,850,000
StorageVault is pleased to announce that, further to its November 28, 2016 news release, it has completed the acquisition (the “Completed Transaction”) of all of the storage assets, property and business used in two stores, located in Toronto and Mississauga, owned by Access Self Storage Inc. (“Access”) and three Montreal area stores owned by Depotium Self Stockage Inc. (“Depotium”), a wholly owned subsidiary of Access, for $66,850,000. The Completed Transaction is a non arm’s-length transaction.
The purchase price for the Completed Transaction in the amount of $66,850,000, which results from adjustments, based on the independent appraisals for the assets commissioned by the independent Acquisition Committee of StorageVault, subject to customary adjustments, was paid by the issuance of 25,000,000 Common Shares of StorageVault (“Payment Shares”) at a deemed price of $30,000,000 with the remainder being paid through the assumption of debt, first mortgage financing and funds on hand. The Payment Shares are subject to a hold period that expires on April 23, 2017. The acquisition of the stores in the Greater Toronto Area continues StorageVault’s strategic expansion into the strong Ontario market. The stores located in Quebec provide StorageVault with additional scale in Montreal, Canada's second largest city.
GRANT OF OPTIONS
StorageVault has granted a total of 3,000,000 options to purchase Common Shares of StorageVault to directors, officers, employees and consultants of StorageVault, with an exercise price of $1.36 and an expiry date of December 21, 2026 (the “Option Issuance”).
EXEMPTION FROM MI 61-101 AND TSXV POLICY 5.9; AND EARLY WARNING
As Access is a non-arm’s length party to StorageVault, the Completed Transaction is considered a “related party transaction” under 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 Completed Transaction and the issuance of the Payment Shares, 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.
In relation to the issuance of 2,390,000 options issued to directors and officers of StorageVault pursuant to the Option Issuance, 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 such option issuances, 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.
25,000,000 Payment Shares at a deemed price of $1.20 per share, having an aggregate value of $30,000,000, were issued to Access in connection with the Completed Transaction, representing 8.62% of the issued and outstanding Common Shares of StorageVault. Prior to the closing of the Completed Transaction, Access owned or controlled 68,516,471 Common Shares, representing 25.86% of the issued and outstanding Common Shares of StorageVault. Access now owns or controls 93,516,471 Common Shares or approximately 32.25% of the total issued and outstanding Common Shares of StorageVault. Access may increase or decrease its investment in StorageVault depending on market conditions or any other relevant factors. The head office address for both StorageVault and Access is 100 Canadian Road, Toronto, Ontario M1R 4Z5.
ABOUT STORAGEVAULT CANADA INC.
StorageVault owns and operates storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.
For further information, or to obtain a copy of the Early Warning Report of Access, 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 Acquisition; the business, assets and property of the Vendor in the proposed Acquisition; the timing for completion of the proposed Acquisition; the satisfaction of the conditions for completion of the proposed Acquisition; the issuance of Common Shares to satisfy a portion of the purchase price for the proposed Acquisition; the availability of satisfactory financing for the proposed Acquisition; and the potential closing date for the proposed Acquisition. 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 Acquisition; the satisfactory fulfilment of all of the conditions precedent to the proposed Acquisition; the receipt of all required approvals for the proposed Acquisition including StorageVault board of directors approval, Acquisition Committee approval, creditor approval and TSXV acceptance; the issuance of the Common Shares as disclosed above as part of the purchase price for the proposed Acquisition; market acceptance of the proposed Acquisition; the value of the appraisals received for the proposed Acquisition; and acceptable financing to complete the proposed Acquisition. 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 assumptions used to develop such forward-looking information and 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.