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Canadian Storage Partners Extends and Varies Offer for InStorage Real Estate Investment Trust(Canada Newswire English Via Acquire Media NewsEdge) Attention Business Editors TORONTO, Nov. 21 /CNW/ - Canadian Storage Partners, ULC Inc. ("CSP"), a subsidiary of Canada TKG-StorageMart Partners, L.P. ("Canada TKG-StorageMart"), announced today that its offer (the "Offer") to acquire all of the outstanding units (the "Units") of InStorage Real Estate Investment Trust (TSX: IS.UN) for C$3.75 in cash for each Unit will be extended to 10:00 a.m. (Toronto time) on December 5, 2008. The Offer has been varied to be conditional upon CSP and InStorage entering into a support agreement in respect of the Offer on certain terms and conditions, including, but not limited to (i) the receipt by unitholders of C$4.00 cash per Unit, (ii) a non-solicitation covenant from InStorage, (iii) a "fiduciary out" for InStorage in the event of a superior proposal, (iv) a right of CSP to match any such superior proposal and (v) a break fee of $3.25 million payable to CSP in customary circumstances should the Offer not be completed. The other terms and conditions of the Offer remain unchanged. Other conditions of the Offer include (i) there having been validly deposited under the Offer and not withdrawn at the expiry time such number of Units that constitutes at least 66-2/3% of the Units then outstanding (calculated on a fully diluted basis) and at least a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. Recent Developments On November 19, 2008, CSP and InStorage agreed, subject to CSP's due diligence review of InStorage's business, to negotiate the terms of a definitive support agreement in respect of the Offer until 12:00 noon (Toronto time) on November 21, 2008. On the same date, CSP and its advisors were permitted access to InStorage's data room and commenced their due diligence review. CSP and InStorage agreed today to extend this agreement while CSP completes its due diligence and the parties continue negotiation of a definitive support agreement. About the Offer CSP announced its intention to make the Offer on October 15, 2008. CSP's offer and circular dated October 16, 2008 and related documents were filed with Canadian regulatory authorities on October 16, 2008. Unitholders of InStorage are urged to read the offer and circular and related materials, as amended and supplemented by CSP's notice of variation and extension to be dated November 24, 2008. BMO Capital Markets and Banc of America Securities LLC are acting as financial advisors to CSP in connection with the Offer. CSP's legal advisors are Davies Ward Phillips & Vineberg LLP in Canada and Van Matre, Harrison, Volkert & Hollis P.C. in the U.S. CSP and Canada TKG-StorageMart CSP 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. Additional Information 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 dated October 16, 2008 (and related documents) filed with the securities regulatory authorities, as amended and supplemented by CSP's notice of extension to be dated November 24, 2008, 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 are, or will be, available on the Canadian Securities Administrators' website at www.sedar.com and contain important information that unitholders should read in their 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 CSP 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 CSP, 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 CSP, InStorage or their respective affiliates to subject themselves to a U.S. court's judgment. You should be aware that CSP 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. Forward-Looking Statements 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 CSP 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. Questions or requests for assistance may be directed to the information agent for the Offer or the Chief Executive Officer of CSP: 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) 449-0091 Copyright ? 2008 Canada Newswire Ltd. All Rights Reserved. |