Less Mess Storage Inc. Enters Arrangement Agreement For The Sale Of All Its Outstanding Shares
ACCESS Newswire
VANCOUVER, BC / ACCESSWIRE / September 11, 2015 / Less Mess Storage Inc. ("Less Mess" or the "Company") (TSX VENTURE: LMS) is pleased to announce that it has entered an arrangement agreement (the "Agreement") with UK company LMS Holdco Limited (the "Acquiror"), pursuant to which the parties intend to propose a statutory plan of arrangement (the "Arrangement") under which the Acquiror or an affiliate will acquire all of the outstanding common shares of the Company on the terms set out in the Agreement.
Under the Arrangement, if consummated, the Acquiror would acquire all of the issued and outstanding common shares of Less Mess for cash consideration of $1.415 per share, which is a 41.5% premium to the last traded price of Less Mess shares on the TSX Venture Exchange. In addition, under the Arrangement all outstanding stock options and common share purchase warrants of the Company will be cancelled, with the holder of each outstanding stock option and warrant having an exercise price less than $1.415 receiving cash consideration equal to the difference between $1.415 and the exercise price of such option or warrant.
The Agreement is subject to a financing condition in favour of the Acquiror, which condition must be satisfied by the Acquiror within 30 days of entering the Agreement. This deadline may be extended by mutual written agreement between the parties.
The Arrangement is subject to the approval of at least two-thirds of the votes cast by Less Mess shareholders and by two-thirds of the votes cast by Less Mess security holders (collectively, holders of Less Mess shares, options and warrants) at a special meeting of Less Mess security holders. In addition, the Arrangement will also be subject to the approval of a majority of the votes cast by Less Mess shareholders and by a majority of the votes cast by Less Mess security holders, excluding the votes cast by holders of Less Mess securities owned or over which control or direction is exercised by an "interested party" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Guy Pinsent, CEO for Less Mess and based in Warsaw, Poland, is expected to have an interest in the Acquiror and to continue to act as CEO for the Company following completion of the transaction. Therefore, Mr. Pinsent is expected to be an "interested party" for the purposes of MI 61-101.
Completion of the Arrangement is also subject to the approval of the Supreme Court of British Columbia, the TSX Venture Exchange, the receipt of all other necessary regulatory and third party approvals, and other customary conditions. Full details of the Agreement and the Arrangement will be included in the Management Information Circular of Less Mess to be mailed to Less Mess security holders in due course. A copy of the Agreement will be filed under the Company's profile on SEDAR at http://www.sedar.com/.
The Agreement is unanimously supported by the Company's board of directors, which will recommend that Less Mess security holders vote in favour of the Arrangement. Prior to entering into the Agreement, the Company and the Acquiror entered into support and voting agreements with the officers and directors of the Company, as well as certain other shareholders of the Company, collectively constituting 64.42% of the issued and outstanding shares of the Company and 55.52% of the issued and outstanding securities of the Company.
The Acquiror is headed by Lord George Magan, who has extensive investment banking and private equity experience, having built up and sold in the 1990s one of the most successful UK corporate finance advisory firms. Lord Magan has retained London law firm Macfarlanes LLP to assist with legal aspects of the proposed transaction and Canadian law firm Blake, Cassels & Graydon LLP to assist with Canadian legal and tax aspects.
Peter Smith, Chairman and VP Corporate Development for Less Mess, commented:
"This transaction, with a per share price at a 41.5% premium to our last trading price, represents a great opportunity for our shareholders. Moreover, we recognize that the Lord Magan group, with significant financial means behind them, may be in a better position to seize on the current market opportunities for self-storage in Central and Eastern Europe by adding stores at a faster pace than we felt was possible without dilution to our shareholders at levels significantly lower than the per share price under this transaction."
Further updates surrounding the Arrangement will be forthcoming. The Company encourages anyone with questions to contact the Company at the contact details below.
About the Company
Less Mess Storage Inc. owns and operates the largest self-storage chain in Central and Eastern Europe, with a portfolio of five stores, two in Warsaw (both freehold) and three in Prague (two freehold, one leasehold), offering over 180,000 square feet of net lettable area. The Company plans to add additional stores and rentable space in Warsaw and Prague in the future. The Company's registered and records office is located in Vancouver, British Columbia, its operations head office is located in Warsaw, Poland, and it also has offices in Prague, Czech Republic.
ON BEHALF OF THE BOARD
"Peter Smith"
Chairman of the Board VP Corporate Development Less Mess Storage Inc. Phone: (778) 999-7030 pete@lessmess-storage.com
This press release contains "forward-looking information" that is based on the Company's current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, the Company's business, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect," "anticipate," "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information.
Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the Company's actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: changes in economic conditions or financial markets; changes in prices for the Company's products and services; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; technological or operational difficulties; and labour relations matters.
This list is not exhaustive of the factors that may affect our forward-looking information. These and other factors should be considered carefully and readers should not place undue reliance on such forward-looking information. Except as required by law, the Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise.
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