12 Nov 2020
TORONTO, Nov. 02, 2020 (GLOBE NEWSWIRE) -- STORAGEVAULT CANADA INC. (“StorageVault”) (SVI-TSX-V) has agreed to acquire 13 stores and 1 piece of vacant land from six vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $220,000,000, subject to customary adjustments (the “Acquisitions”). Four of the Acquisitions are arm’s length and two, totaling $30,000,000, 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 2020.
Nine of the assets are located in Ontario, two in Quebec, two in Alberta and one in Nova Scotia. Two of the stores are in lease up and two of the stores are scheduled to open shortly. The Acquisitions will result in StorageVault owning 168 stores and owning and managing 209 across Canada.
The aggregate purchase price is $220,000,000, subject to adjustments, and is payable by the issuance of an aggregate of up to $10,000,000 of StorageVault common shares to certain of the Vendors based on an agreed upon VWAP ending two days prior to closing, with the remainder of the aggregate purchase price being paid with funds on hand, first mortgages, mortgage assumptions and vendor take back financing.
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 six Vendor group Acquisitions are conditional or contingent on the completion of other Acquisitions.
As Access is a non-arm’s length party to StorageVault, the Related Party Acquisitions are considered “related party transactions” 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 Related Party Acquisitions, 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.
StorageVault, before the completion of the Acquisitions, owns and operates 202 Storage Locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia. StorageVault owns 154 of these locations plus over 4,600 portable Storage Locations units representing over 8.2 million rentable square feet.
