TORONTO, Oct. 15 /CNW/ - Canadian Storage Partners, ULC Inc. (the
"Offeror"), a subsidiary of Canada TKG-StorageMart Partners, L.P. ("Canada
TKG-StorageMart"), announced today that it will make an offer to acquire all
of the outstanding units (the "Units") of InStorage Real Estate Investment
Trust (TSX: IS.UN) that the Offeror and its affiliates do not already own.
Details of the Offer
Pursuant to the offer, the unitholders of InStorage will receive C$3.75
in cash for each Unit. The offer represents a premium of approximately 123.2%
over the closing price of the Units on October 14, 2008, the last trading day
prior to the public announcement by an affiliate of the Offeror that it
beneficially owns approximately 19.57% of the outstanding Units, and a 36.4%
premium over the October 15, 2008 closing price of the Units on the Toronto
Stock Exchange (the "TSX") of C$2.75. Based on the volume weighted average
trading price of the Units on the TSX for the 20 trading days ending
October 15, 2008, the offer represents a 53.7% premium to unitholders. The
offer will be open for acceptance until November 21, 2008 at 5:00 p.m.
The offer will be subject to a number of conditions, including (i) there
having been validly deposited under the offer and not withdrawn at the expiry
time such number of Units that constitutes at least 66-2/3% of the Units then
outstanding (calculated on a fully diluted basis) and at least a majority of
the Units (on a fully-diluted basis), the votes attached to which would be
included in the minority approval of a second step business combination under
applicable securities laws and (ii) the provisions of InStorage's unitholder
rights plan being waived, invalidated or cease traded. The offer is also
subject to the receipt of customary regulatory approvals.
"We believe our offer will allow unitholders to realize a substantial
premium on their Units, while at the same time providing them with certainty
of value and immediate liquidity and reducing their investment risk associated
with InStorage's current business initiatives and long-term business plan,"
said Mike Burnam, Chief Executive Officer of the Offeror.
An advertisement formally commencing the offer will be published on
October 16, 2008 in English in The National Post and in French in La Presse.
Full details of the offer will be included in the formal offer and take-over
bid circular to be dated October 16, 2008 (and related documents), which are
to be filed with the securities regulatory authorities and which will be
mailed to InStorage unitholders. The Offeror will formally request a list of
InStorage's unitholders on October 16, 2008 and expects to mail the offer
documents to InStorage's unitholders as soon as possible following receipt of
BMO Capital Markets and Banc of America Securities LLC are acting as
financial advisors to the Offeror in connection with the offer. The Offeror's
legal advisors are Davies Ward Phillips & Vineberg LLP in Canada and Van
Matre, Harrison, Volkert & Hollis P.C. in the U.S.
The Offeror and Canada TKG-StorageMart
The Offeror and Canada TKG-StorageMart are members of the TKG-StorageMart
group of affiliated companies. The TKG-StorageMart group owns, operates and is
developing 67 self-storage facilities throughout North America totalling
approximately 4.6 million square feet of gross rentable area.
This news release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation to sell Units. The offer is
made solely by the formal offer and take-over bid circular to be dated October
16, 2008 (and related documents) to be filed with the securities regulatory
authorities and is not being made to (nor will deposits be accepted from or on
behalf of) holders of Units in any jurisdiction in which the making of the
offer or the acceptance thereof would not be in compliance with the laws of
such jurisdiction. These offer documents will be available on the Canadian
Securities Administrator's website at www.sedar.com and contain important
information that unitholders should read in its entirety before making any
decision with respect to the offer.
The offer is made for the securities of a Canadian issuer and the offer
documents have been prepared in accordance with the disclosure requirements of
Canada. Unitholders should be aware that such requirements are different from
those of the United States.
The enforcement by InStorage's unitholders of civil liabilities under
United States federal securities laws may be affected adversely by the fact
that the Offeror is incorporated under the laws of the Province of Nova
Scotia, Canada, that InStorage is organized under the laws of the Province of
Ontario, Canada, that InStorage's officers and directors are residents of
Canada and that all or a substantial portion of the assets of InStorage and of
the above mentioned persons may be located outside of the United States. You
may not be able to sue the Offeror, InStorage or their respective officers,
trustees or directors in a foreign court for violations of U.S. securities
laws. It may be difficult to compel the Offeror, InStorage or their respective
affiliates to subject themselves to a U.S. court's judgment.
You should be aware that the Offeror or its affiliates, directly or
indirectly, may bid for and make purchases of Units during the period of the
offer, as permitted by applicable Canadian or provincial laws or regulations.
This press release may contain forward-looking statements, which are
subject to certain risks, uncertainties and assumptions. A number of factors
could cause actual results to differ materially from the results discussed in
such statements, and there is no assurance that actual results will be
consistent with them. Such forward-looking statements are made as at the date
of this news release, and neither the Offeror nor Canada TKG-StorageMart
assume any obligation to update or revise them, either publicly or otherwise,
to reflect new events, information or circumstances, except as may be required
under applicable securities law.
For further information:
For further information: Questions or requests for assistance may be
directed to the information agent for the Offer or the Chief Executive Officer
of the Offeror: Georgeson, 100 University Avenue, 11th Floor, South Tower,
Toronto, ON, M5J 2Y1, North American Toll Free Number: 1-866-690-7476; Michael
G. Burnam, Chief Executive Officer, Canadian Storage Partners, ULC, (573)