to Acquire 10 Storage Locations for $130 Million TORONTO, Oct. 13, 2021 (GLOBE NEWSWIRE) -- STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) has agreed to acquire 10 stores from seven vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $130,000,000, subject to customary adjustments (the “Acquisitions”). Five of the Acquisitions are arm’s length and two, totaling $72,000,000, are related party acquisitions (the “Related Party Acquisitions”) with Access Self Storage Inc. or its affiliates or associates (collectively, “Access”) as the Vendor. It is anticipated that all Acquisitions will close in Q4 2021.
Four of the assets are located in Ontario, four in Quebec, one in Alberta and one in Saskatchewan. The Acquisitions will result in StorageVault owning 196 stores and owning and managing 230 stores across Canada.
Purchase Price and Payment
The aggregate purchase price is $130,000,000, subject to adjustments, and is payable by the issuance of an aggregate of up to $20,000,000 of StorageVault common shares to certain of the Vendors of the Related Party Acquisitions based on an agreed upon VWAP ending three days prior to closing, with the remainder of the aggregate purchase price being paid with funds on hand, first mortgages, and mortgage assumptions.
Conditions Precedent to the Acquisitions
The obligations of StorageVault to complete the Acquisitions are subject to conditions including, but not limited to: satisfactory due diligence, mortgage assumption approvals, obtaining first mortgage commitments, and satisfactory environmental site assessment reports. The obligations of both StorageVault and the Vendors to complete the closing of the Acquisitions are subject to the satisfaction of other customary closing conditions and include acceptance of the TSX Venture Exchange (“TSXV”). None of the seven Vendor group Acquisitions are conditional or contingent on the completion of other Acquisitions.
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 may be considered “related party transactions” under MI 61-101 - “Protection of Minority Security Holders in Special Transactions” and TSXV Policy 5.9. StorageVault will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101 and TSXV Policy 5.9, in respect of any Related Party Acquisitions that are subject to MI 61-101, 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.
Other Information
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. No new insiders will be created, nor will any change of control occur, as a result of the Acquisitions.
https://www.globenewswire.com/news-release/2021/10/13/2313592/0/en/StorageVault-to-Acquire-10-Storage-Locations-for-130-Million.html