StorageVault Canada Inc. announced today that it has entered into an asset purchase agreement executed on December 4, 2016 with a private company that is partially owned by a director and officer of StorageVault and another individual to purchase for an aggregate purchase price of $4,400,000, subject to customary adjustments, all of the storage assets, property and business used in the operation and business of two southern Saskatchewan area self storage stores owned by the Vendor. The Acquisition in southern Saskatchewan adds additional scale to StorageVault's current operations in Saskatchewan. Assuming all conditions in the purchase agreement are met or waived, it is anticipated that the closing of the Acquisition will occur on or around December 16, 2016. The Acquisition is subject to the acceptance of the TSX Venture Exchange. No new insiders will be created, nor will any change of control occur, as a result of the Acquisition.
Purchase Price and Payment
The purchase price for the Acquisition is $4,400,000, subject to adjustments, and is payable by the issuance of $200,000 of common shares of StorageVault at a deemed price of $1.23 per common share, with the remainder of the purchase price being paid with funds on hand and first mortgage financing.
Conditions Precedent to the Proposed Acquisition
The independent Acquisition Committee of StorageVault has approved the Acquisition, including the issuance of the common shares in relation to the Acquisition. The obligations of StorageVault to complete the Acquisition are subject to initial conditions including, but not limited to: satisfactory due diligence; satisfactory Environmental Site Assessment Reports; satisfactory financing; and formal StorageVault board of director approval of the Acquisition. The obligations of both StorageVault and the Vendor to complete the closing of the Acquisition are subject to the satisfaction of other customary closing conditions including, but not limited to: TSXV acceptance of the Acquisition and, if required, shareholder consent or approval of the Acquisition.
Exemption from MI 61-101 and TSXV Policy 5.9
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 TSX Venture Exchange ("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 finders fees are payable in relation to the Acquisition. Completion of the Acquisition is subject to a number of conditions as disclosed above and as set forth in the purchase agreement. 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 storage locations in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, and Nova Scotia.