Storagevault Canada Inc. (“StorageVault”) (SVI-TSX) has agreed to acquire three locations from three vendor groups (collectively, the “Vendors”) for an aggregate purchase price of $21,825,000, subject to customary adjustments (the “Acquisitions”). Two of the Acquisitions are arm’s length and one for $13,000,000 is a related party acquisition (the “Related Party Acquisition”) with Access Self Storage Inc. (“Access”) as the Vendor for that Acquisition. It is anticipated that the Acquisitions will close in Q1 and Q2 2023.
Two of the assets are located in Nova Scotia and the other in Alberta.
Purchase Price and Payment
The aggregate purchase price is $21,825,000, subject to adjustments, and is payable by the issuance of an aggregate of up to approximately $4,500,000 of StorageVault common shares to certain of the Vendors based on an agreed-upon minimum price or VWAP ending three days prior to closing, with the remainder of the aggregate purchase price being paid with promissory notes, 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 completion of an agreement of purchase and sale, mortgage assumption approval, 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 (“TSX”) for certain of the Acquisitions. None of the three Vendor group Acquisitions are conditional or contingent on the completion of the other Acquisitions.
Exemption from MI 61-101
As Access is a non-arms length party to StorageVault, the Related Party Acquisition is considered a “related party transaction” under MI 61-101 – “Protection of Minority Security Holders in Special Transactions” (“MI 61-101”). StorageVault will rely on exemptions from the formal valuation and minority approval requirements of MI 61-101, in respect of the Related Party Acquisition, pursuant to Section 5.5(a) and Section 5.7(a) (Fair Market Value Not More Than 25% of Market Capitalization) of MI 61-101.
Other Information
There can be no assurance that the Acquisitions will be completed as proposed or at all. 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 238 storage locations across Canada. StorageVault owns 206 of these locations plus over 4,500 portable storage units representing over 11.4 million rentable square feet on over 665 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.
For further information, contact;
Mr. Steven Scott (or) Mr. Iqbal Khan
Tel: 1-877-622-0205
ir@storagevaultcanada.com
