to Acquire Two Locations for $46 Million TORONTO, Jan. 18, 2022 (GLOBE NEWSWIRE) -- STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) has agreed to acquire two locations from two vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $46,050,000, subject to customary adjustments (the “Acquisitions”). One of the Acquisitions is arm’s length and one for $45,000,000 is a related party acquisition (the “Related Party Acquisition”) with Access Self Storage Inc. (“Access”) as one of the Vendors for that Acquisition. It is anticipated that the Acquisitions will close in Q1 2022.
One asset is located in Toronto, Ontario and the other in Winnipeg, Manitoba.
Purchase Price and Payment
The aggregate purchase price is $46,050,000, subject to adjustments, and is payable by the issuance of an aggregate of up to approximately $22,000,000 of StorageVault common shares to certain of the Vendors 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 or consisting of debt of one of the stores being acquired.
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 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”) for certain of the Acquisitions. None of the two Vendor group Acquisitions are conditional or contingent on the completion of the other Acquisition.
Exemption from MI 61-101 and TSXV Policy 5.9
As Access is a non-arm’s length party to StorageVault and is one of the Vendors in the Related Party Acquisition, the Related Party Acquisition 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 Related Party Acquisition, 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.
About StorageVault Canada Inc.
StorageVault owns and operates 230 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 196 of these locations plus over 4,500 portable storage units representing over 10.7 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.
https://www.storagevaultcanada.com/en
https://www.globenewswire.com/news-release/2022/01/19/2368961/0/en/StorageVault-to-Acquire-Two-Locations-for-46-Million.html