StorageVault to Acquire 3 Storage Assets and an Information and Records Management Business for $32.5 Million
TORONTO, April 05, 2019 (GLOBE NEWSWIRE) -- STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) is pleased to announce that it has entered into an asset purchase agreement executed with Access Self Storage Inc. and RecordXpress Inc. (collectively, “Access”) to purchase two stores in the Greater Toronto Area, a 4 acre storage lot in London, Ontario and the assets and business of RecordXpress, an information and records management business owned by Access (collectively, the “Acquisition”). The aggregate purchase price for the Acquisition is $32,500,000, subject to customary adjustments.
The 4 acre asset in London is adjacent to one of the Real Storage assets and will provide StorageVault with strategic expansion opportunities in London.
Chief Executive Officer Steven Scott commented that “upon the closing of the previously announced Real Storage acquisition, we will acquire an information and records management business in Alberta. The StorageVault Acquisition Committee and Board felt that the information and records management business is a complementary vertical in the storage space, much like portable storage, and fills up excess space, and delivers strong "sticky" cash flows. Upon the acquisition of RecordXpress, StorageVault will achieve critical scale and provides the back bone for launching a valet storage business. We are pleased to be able to offer our existing business clients a complete made in Canada solution for their information and records management.”
THE ACQUISITION
The Acquisition is subject to the acceptance of the TSX Venture Exchange (“TSXV”) and, as Access is a non-arm’s length party to StorageVault, the Acquisition is considered to be a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) and TSXV Policy 5.9. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Acquisition will occur in the middle of April 2019.
Purchase Price and Payment
The purchase price for the Acquisition is $32,500,000, subject to adjustments, and is payable by the issuance of $8,300,000 of common shares of StorageVault at a price equal to the greater of $2.80 per common share or the volume weighted average common share price during the 10 day period ending two days prior to closing, with the remainder of the purchase price being paid with mortgage financing and funds on hand.
Conditions Precedent to the Acquisition
The independent Acquisition Committee of StorageVault approved the Acquisition on April 5, 2019. Closing of the Acquisition is subject to the satisfaction of customary closing conditions, including TSXV acceptance of the Acquisition and certain third party consents.
Exemption from MI 61-101 and TSXV Policy 5.9
The Acquisition 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, 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 Acquisition.
Other Information
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.
About StorageVault Canada Inc.
StorageVault owns and operates 161 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 107 of these locations plus over 4,600 portable storage units representing over 6 million rentable square feet.
For further information, contact Mr. Steven Scott or Mr. Iqbal Khan:
Tel: 1-877-622-0205
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 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 potential closing date for the proposed Acquisition; the potential strategic expansion opportunities in London resulting from the Acquisition; the potential closing of the Real Storage acquisition; the potential, and potential performance, of the information and records management space; the potential scale of StorageVault’s future information and records management business; and the potential launch of a valet storage business by 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 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 TSXV acceptance and certain third party consents; 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; market acceptance of the information and records management business, and the valet storage businesses; accuracy of the value of the appraisals received for the proposed Acquisition; acceptable financing to complete the proposed Acquisition; the level of activity in the storage business and the economy generally; consumer interest in StorageVault’s services and products; competition and StorageVault’s competitive advantages; and the availability of attractive and financially competitive asset acquisitions in the future. 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.
