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VANCOUVER, BC / ACCESSWIRE / October 22, 2015 / Less Mess Storage Inc. ("Less Mess" or the "Company") (TSX VENTURE: LMS) is pleased to announce that the financing condition has been satisfied under the arrangement agreement (the "Agreement") previously announced by the Company in its press release dated September 11, 2015, pursuant to which the parties thereto have proposed a statutory plan of arrangement (the "Arrangement") for the acquisition of all of the outstanding common shares of the Company on the terms set out in the Agreement. In conjunction with the satisfaction of the financing condition, LMS Holdco Limited, the original acquiror under the Agreement, has assigned all of its right, title, interests, obligations and liabilities in and to the Agreement to its affiliate, Less Mess Holdings Inc. (the "Acquiror"), a British Columbia company.
Under the Arrangement, if consummated, the Acquiror would acquire all of the issued and outstanding common shares of the Company 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 prior to the announcement of the Agreement. In addition, under the Arrangement each outstanding stock option and common share purchase warrant of the Company having an exercise price less than $1.415 will be cancelled for cash consideration equal to the difference between $1.415 and the exercise price of such option or warrant.
The Arrangement remains subject to the approval of Less Mess shareholders and of Less Mess securityholders (collectively, holders of Less Mess shares, options and warrants), as described in the September 11, 2015 press release. The Company has scheduled a special meeting of securityholders to consider the Arrangement on November 26, 2015.
Completion of the Arrangement is also still 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 securityholders in due course. A copy of the Agreement is filed under the Company's profile on SEDAR at http://www.sedar.com/.
Further updates surrounding the Arrangement will be forthcoming.
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.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE: Less Mess Storage Inc.