StorageVault to Acquire Storage For Your Life for $52.5 Million
June 26, 2015
STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) announced today that it has entered into an asset purchase agreement dated June 26, 2015 (the “Purchase Agreement”) with Storage For Your Life Solutions Inc. (“SFYL”) and Carousel Ventures Ltd. (“Carousel”), (collectively SFYL and Carousel are referred to as the “Vendors”). Pursuant to the Purchase Agreement, StorageVault has agreed to purchase for an aggregate purchase price of $52,500,000, subject to customary adjustments (the “Proposed Acquisition”) all of the self storage assets, property and business used in the operation of the four Greater Vancouver Area, British Columbia self storage stores (“Purchased Assets”) owned by SFYL and Carousel. The Vendors are not related parties to StorageVault. It is anticipated that the closing of the Proposed Acquisition will occur on or around September 1, 2015.
Proposed Purchased Assets
Upon the closing of the Proposed Acquisition of the Purchased Assets, StorageVault will acquire four self-storage stores with approximately 300,000 square feet of rentable self-storage space made up of over 3,000 rental units. The Storage For Your Life brand is one of the premier portfolios in the Greater Vancouver Area and the Purchased Assets provide an excellent platform for StorageVault’s expansion in Western Canada.
Purchase Price and Payment
The purchase price for the Purchased Assets is $52,500,000, subject to adjustments, and, subject to the terms and conditions of the Purchase Agreement, is payable as follows: (i) $10,000,000 by the issuance of 20,000,000 common shares of StorageVault (the “Payment Shares”) at a deemed price of $0.50 per share; and (ii) $42,500,000 by certified cheque.
Material Conditions Precedent to the Proposed Acquisition
The obligation of StorageVault to complete the Proposed Acquisition is subject to initial conditions including, but not limited to: satisfactory due diligence, satisfactory Environmental Site Assessment Reports, satisfactory financing, creditor approval of the Proposed Acquisition and board of director approval of the Proposed Acquisition. The initial conditions must be satisfied on or before July 26, 2015, with an automatic extension subject to receipt of all required due diligence third party reports. The obligations of both StorageVault and the Vendors to complete the closing of the Proposed Acquisition are subject to the satisfaction of other customary closing conditions including, but not limited to: TSX Venture Exchange (“TSXV”) acceptance of the Proposed Acquisition and, if required, shareholder consent or approval of the Proposed Acquisition.
Completion of the Proposed Acquisition is subject to a number of conditions as disclosed above and as set forth in the Purchase Agreement, including, but not limited to, TSXV Acceptance, satisfactory due diligence, board of director approval, creditor approval, satisfactory financing and shareholder consent or approval. There can be no assurance that the Proposed Acquisition will be completed as proposed or at all. The TSXV has in no way passed upon the merits of the Proposed Acquisition and has neither approved nor disapproved the contents of this press release. CAN: 19227850.1
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, contact Mr. Steven Scott or Mr. Iqbal Khan:
Tel: (416) 288-2402
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 press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein is forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this press release contains forward-looking information in relation to: the Proposed Acquisition; the business and assets of the Vendors and the Purchased Assets; the properties that will be acquired pursuant to the Proposed Acquisition; the timing for completion of the Proposed Acquisition and the satisfaction of the initial conditions; the availability of financing for the Proposed Acquisition; and the growth, and expansion goals of StorageVault.
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 all parties in relation to the Proposed Acquisition; the satisfactory fulfilment of all terms and conditions contained in the Purchase Agreement; the receipt of all required approvals including regulatory, TSXV, third party, creditor, director and shareholder approvals; market acceptance of 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. Accordingly, readers should not place undue reliance on forward-looking information. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The forwardlooking statements contained in this press release represent the expectations of StorageVault as of the date of this press release and, accordingly, are subject to change after such date. However, StorageVault expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.