Please read carefully, as your access and use of this website constitutes your agreement to be governed by the contents of these Legal Terms and Conditions set forth herein. The following constitutes a legal and binding contract between you and Alaris Royalty Corp. ("Alaris").
Alaris, including its affiliates and subsidiaries (collectively, "Alaris", "we", "us" or "our"), grants you a limited, gratuitous and revocable non-exclusive license to view and access the website located at www.alarisroyalty.com ("Website") subject to your unconditional acceptance of and compliance with these Legal Terms and Conditions ("Terms"). By accessing or using the Website you are agreeing to and accepting these Terms. If you do not agree with these Terms you may not access or use the Website.
In consideration for using the Website you agree to defend and to hold Alaris and its affiliates and subsidiaries, and their respective directors, officers, employees and agents harmless from and against any claims for damages or costs or any loss of any kind arising out of the access to or use of the Website or any information contained in or obtained through this website.
We reserve the right to modify these Terms at any time without prior notice by posting such modifications or modified Terms on the Website. Your continued access or use of the Website after such modifications have been posted indicates your acceptance of and agreement to be bound by these Terms as modified. You agree to regularly review these Terms.
Except as may be expressly authorized by us, any reproduction, modification or distribution of the Website materials or content is strictly prohibited. We reserve the right to modify, change, discontinue or suspend the Website in whole or in part, at any time, without prior notice to you. Alaris or any of its respective employees, agents, officers, directors or service providers shall not be liable to you or any third party should we exercise this right.
The information contained in or accessible through this Website is for information purposes only and does not constitute, and shall not be construed as, a solicitation or an offering of securities in any jurisdiction, including, without limitation, Canada and the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended.
U.S. Ownership and Transfer Restrictions
To ensure compliance with U.S. securities laws, Alaris’ common shares are subject to a number of ownership and transfer restrictions. Purchases of Alaris common shares are permitted only by non U.S. persons and in certain private placements to U.S. persons who are “Qualified U.S. Purchasers” and who are not “ERISA Persons”. Information concerning these ownership and transfer restrictions is included in the Investor section of this website under “Ownership and Transfer Restrictions - U.S. Persons”. By accessing this website you acknowledge and agree that you have read and understood the terms of these restrictions.
Investment Decisions, Advice and Disclaimer of Warranties
Use of the Website is at your sole risk and Alaris does not assume any duty of disclosure beyond what which is required by applicable law. The information contained in or accessible through this Website is not intended to, and shall not, modify, qualify, supplement or update any information disclosed by Alaris under corporate and securities legislation of any jurisdiction and should not be used for the purpose of making investment decisions. Any visitor to this Website contemplating trading in Alaris’ securities should review Alaris’ publicly filed disclosure documents at www.sedar.com, including the ownership and transfer restrictions set forth therein and reproduced in the Investor section of this Website under the “Ownership and Transfer Restrictions – U.S. Persons” subpage, in addition to contacting their financial, legal or other professional advisor to determine whether Alaris’ securities may be lawfully sold in their jurisdiction. This Website and the information contained or accessible therein is not intended to provide specific individual advice including, without limitation, investment, financial, legal, accounting or tax advice. In this regard, please contact your own professional advisor on your particular circumstances.
In addition, to the disclaimers set forth above and elsewhere in the Terms: (i) you agree that Alaris will not have any liability for errors or omissions in the information contained in or accessible through the Website; (ii) although Alaris believes information on the Website to be correct at the time it is posted, Alaris does not warrant the accuracy, completeness or currency of this information at all times; and (iii) Alaris and its service providers disclaim any and all warranties and conditions with respect the Website and any information contained or available therein whether implied, expressed or statutory, including, without limitation, any warranty of merchantability, satisfaction, accuracy, timeliness, non-infringement of intellectual property rights or, other third party rights, uninterrupted use, available of the Website and information therein, fitness for any particular purpose or freedom from computer viruses or other contaminating or destructive properties. All information contained in or available through this Website is provided on an as is", "as available" and "when available" basis and is unaudited, unless explicitly specified otherwise.
You agree that you will not rely on any opinion or other information set out in or accessible through the Website or any website accessible through the Website when making business, financial, investment, personal or any other decisions. Alaris and its service providers do not endorse the opinions of any third party expressed on the Website or any website accessible through the Website.
IN NO EVENT SHALL ALARIS BE LIABLE FOR (I) ANY LOSS OR DAMAGES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, COMPENSATORY, AGGRAVATED, EXEMPLARY OR PUNITIVE DAMAGESOR DAMAGES FOR ECONOMIC LOSS, LOSS OF INCOME, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, LOSS OF OR DAMAGE TO PROPERTY, OR FAILURE TO REALIZE EXPECTED REVENUES, SAVINGS OR OTHER RESULTS OF ANY KIND) ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE INFORMATION OR ANY ACTION OR DECISION MADE BY YOU OR ANY OTHER PERSION IN RELIANCE ON TIS WEBSITE OR THE INFORMATION OR ANY LINKED SITE; (II) CLAIMS OF THIRD PARTIES, OR (III) OTHER PECUNIARY LOSS, ARISING OUT OF OR RELATED TO THESE TERMS, THE WEBSITE OR ANY LINKED SITE. [IN NO EVENT WILL THE CUMULATIVE LIABILITY OF ALARIS AND ITS SERVICE PROVIDERS TO YOU ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE EXCEED CDN. $10.00, INCLUDING WITHOUT LIMITATION ANY DIRECT DAMAGES THAT MAY HAVE BEEN SUFFERED OR INCURRED.] THE DISCLAIMER OF GUARANTEES, REPRESENTATIONS, WARRANTIES AND CONDITIONS AND LIMITATIONS OF LIABILITY SET OUT HEREIN SHALL APPLY REGARDLESS OF THE CAUSES, CIRCUMSTANCES OR FORM OF ACTION GIVING RISE TO THE LOSS, DAMAGE, CLAIM OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS BASED UPON BREACH OF CONTRACT (INCLUDING, WITHOUT LIMITATION, A CLAIM OF FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM), TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND EVEN IF ALARIS AND ITS SERVICE PROVIDERS ARE ADVISED OF THE POSSIBILITY OF THE LOSS, DAMAGE, CLAIM OR LIABILITY OR SUCH LOSS, DAMAGE, CLAIM OR LIABILITY IS FORESEEABLE.
You agree to indemnify and hold Alaris and its service providers harmless from and against any and all claims, liabilities, damages, demands, losses or expenses (including all legal fees) that Alaris may incur or suffer as a result of your use of this Website or arising out of your breach or alleged breach of these Terms.
Alaris or its service providers own all right, title and interest in the Website, including all associated market data and information. The Website contains copyrighted material, trademarks and other proprietary information, including, without limitation, text, software, photos, video, graphics, music and sound (the "Information").
The Website and the Information, including the design, selection and arrangement thereof, are protected by copyright under copyright laws and international treaties. All rights are reserved. Any unauthorized use or any reproduction, modification or distribution of these materials is strictly prohibited. Nothing in these Terms or your use of the Website shall grant you any rights in or to the copyright or other intellectual property or proprietary rights of Alaris or any third party.
Alaris hereby grants to you a licence to download one copy of materials published by us on this Website on any single computer for your personal, non-commercial use only, provided you do not remove or alter any copyright or other proprietary notices. Alaris prohibits any other use (including without limitation, duplicating, altering, modifying, posting, transcribing, transmitting, selling, publishing, distributing and reciting) of any Information, without prior permission in writing from Alaris. For cases of using the Website beyond the scope of copyright described above, contact us at 403-228-0873.
The downloading, reading and review of material from the Website or Linked Sites (as defined below) is done solely at your own risk. Alaris does not guarantee or warrant that such materials are free of viruses or other destructive code or content of any kind. You are responsible for implementing safeguards to protect your computer system and data and you are solely responsible for the entire cost of any service, repairs or corrections necessary as a result of the use of the Website or any Linked Site.
All of the brands, names and related words and logos of Alaris referred to on the Website and used in connection with the products and services of Alaris, are owned by Alaris or its licensees and similarly, [all of the brands, names and related words and logos of the Private Company Partners (as defined in Alaris’ Current Annual Information Form) are trademarks and/or trade names of the Private Company Partners or their licensees. Nothing in these Terms or on the Website shall be construed as granting, either expressly, by implication, by estoppel or otherwise, a licence or other right to you to use any such trademarks or trade names. The names of other companies, products or services referred to on the Website may be trademarks or trade names of their respective owners. Any unauthorized use of the trademarks or trade names of Alaris or of third parties is strictly prohibited.
You may not frame this Website or link to this Website without our express permission. If you wish to link to this Website please contact us at 403-228-0873.
Stock Price Information
Alaris does not warrant or guarantee the sequence, accuracy or completeness of any stock price information and is not liable or responsible in any way for delays, inaccuracies, errors or transmission of stock price information. Any and all stock price information provided is not to be relied upon for any trading, business or financial purpose and Alaris and its service providers shall not be liable or responsible to you or any other person in any way for any claims, suits, demands, damages, losses or costs arising from reliance upon this information or incurred as a result of the non-performance, inaccuracy, delay, interruption or termination for any reason whatsoever of the stock price information and, should you choose to do so, you engage in such reliance solely at your own risk. Any person contemplating trading in the securities of Alaris, or of any other issuer referred to on this Website is strongly encouraged to seek independent professional advice before making any investment decision.
Certain information contained in or accessible through this Website contains forward-looking information or statements (“forward-looking statements”). All statements other than historical fact can be considered forward-looking. Statements of this type may also be included in our other filings with Canadian securities regulators, or in our other communications. Many of these statements can be identified by looking for words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues", or similar words, or the negative of such words. All such statements are made pursuant to the applicable provisions of, and are intended to be forward-looking statements under applicable Canadian securities legislation. Forward-looking statements contained in this Website include, but are not limited to: comments with respect to our objectives and priorities for the current fiscal year and beyond; our growth strategies or future actions; the results of or outlook for our operations and those of our Private Company Partners or for the Canadian and U.S. economies; guidance on the earnings coverage ratio for a Private Company Partner; the risks that may impact our business and that of our Private Company Partners; estimates of the annual distributions to be received by Alaris from each of its Private Company Partners; guidance on Alaris’ revenues and payout ratio; and the percentage change in the applicable performance metric for a Private Company Partner. To the extent that any forward-looking statements herein constitute a financial outlook, including without limitation, estimated annual distributions to be received by Alaris from the Private Company Partners, the estimated change in performance metric and the outlook for our operations (including, without limitation, revenues and payout ratio) and those of our Private Company Partners, they were approved by Management as of the date of the document they are included in or the date they put on this website, as applicable and have been included to assist readers in understanding Management’s current expectations regarding Alaris’ financial performance and are subject to the same risks and assumptions disclosed herein.
By their nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties. Assumptions about the performance of the Canadian and U.S. economies over the next 24 months and how that will affect our business and our ability to identify and close new opportunities with new Private Company Partners are material factors we considered when setting our strategic priorities and objectives, and our outlook for our business. Key assumptions that may be used by management from time to time include: that the Canadian and U.S. economies will grow moderately over the next 12 months; that interest rates will not rise in a material way over the next 12 to 24 months; that the Private Company Partners will continue to make distributions to Alaris as and when required; that the businesses of the Private Company Partners will not decline in a material way; what Alaris expects to experience regarding resets to its annual royalties and distributions from its Private Company Partners in the current fiscal year; that Alaris will have the ability to raise required equity and/or debt financing on acceptable terms; that capital markets will remain stable and that the Canadian dollar will not fluctuate in a material way relative to the U.S. dollar. Management may also make assumptions regarding: the impact of increasing competition; the general stability of the economic environment in which Alaris and the Private Company Partners operate; the timely receipt of any required regulatory approvals; the ability of Alaris to obtain qualified staff and services in a timely and cost efficient manner; the business of the Private Company Partners, including the economic and regulatory environment in which each of them operates and their ability to pay the distributions payable to Alaris; the effect of adding new Private Company Partners; and the ability of Alaris to identify new Private Company Partners and grow its business throughout North America; that tax rates and tax laws will not change significantly in Canada, the U.S. or the Netherlands; that more private companies will require access to alternative sources of capital; and that we will have the ability to raise required equity and/or debt financing on acceptable terms. We may also have assumed that access to the capital markets will remain relatively stable, that the capital markets will perform with normal levels of volatility and that the Canadian dollar will not have a high amount of volatility relative to the U.S. dollar. In determining our expectations for economic growth, we primarily consider historical economic data provided by the Canadian and U.S. governments and their agencies. In determining expectations for economic growth, management of Alaris primarily considers historical economic data provided by the Canadian and U.S. governments and their agencies
There is a significant risk that Alaris’ predictions, forecasts, conclusions or projections will prove to be inaccurate, that Alaris’ assumptions may not be correct and that actual results may differ materially from such predictions, forecasts, conclusions or projections. Although Alaris believes that the expectations and assumptions reflected in our forward-looking statements are reasonable, you are cautioned not to place undue reliance on the forward-looking statements contained in or accessible through this Website as a number of factors could cause actual future results, conditions, actions or events to differ materially from the targets, expectations, estimates or intentions expressed in the forward-looking statements.
The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: the general economic conditions in Canada, the United States and globally; the dependence of Alaris on the Private Company Partners; reliance on key personnel; failure to complete or realize the anticipated benefits of Alaris' arrangements with the Private Company Partners and any concessions or relief provided in connection therewith; limited diversification of the Private Company Partners; management of future growth; availability of future financing; competition; changes in legislation and regulation or changes in the interpretation thereof; leverage and restrictive covenants under the Company's senior debt facility and the debt facilities of the Private Company Partners; the ability of the Private Company Partners to terminate their agreements with the Company; risks relating to the Private Company Partners and their businesses including, without limitation, a material change in the business of a Private Company or the industries they operate in or a change in Private Company Partner's ability to continue to pay the distributions to Alaris; unpredictability and potential volatility of the trading price of Alaris’ common shares; fluctuations of dividends; restrictions on the potential growth of Alaris as a consequence of the payment to shareholders by Alaris of substantially all of its operating cash flow in the form of dividends; income tax related risks; ability to recover from the Private Company Partners for defaults under the terms of their agreements with Alaris; conflicts of interest between the Company and the Private Company Partners; dilution; and the liquidity of our common shares. Additional factors that may affect the future outcomes relating to the forward-looking statements contained on this Website are set forth under the heading "Risk Factors" in Alaris’ most recent Annual Information Form (the “AIF”), a copy of which is available on www.sedar.com. You are encouraged to review the AIF in its entirety. Alaris cautions that this list of risk factors is not exhaustive. Other factors could adversely affect our results. When relying on forward-looking statements to make decisions with respect to Alaris, investors and others should carefully consider these factors, as well as other uncertainties and potential events, and the inherent uncertainty of forward-looking statements. Alaris does not undertake to update any forward-looking statements, whether written or oral, that may be made, from time to time, by the organization or on its behalf, except as required by law. The forward-looking statements contained in or accessible through this Website are presented for the purpose of assisting our investors in understanding our operations, prospects, risks and other external factors that impact us specifically as at and for the periods ended on the dates presented, and may not be appropriate for other purposes.
The information contained in or accessible through this Website may refer to certain terms that are not standard measures under International Financial Reporting Standards (“IFRS”), including the terms “EBITDA”, “payout ratio” and “annualized payout ratio” (the “Non-IFRS Measures”). Alaris’ method of calculating the Non-IFRS Measures may differ from the methods used by other issuers. Therefore, the Alaris’ Non-IFRS Measures may not be comparable to similar measures presented by other issuers. EBITDA refers to net earnings (loss) determined in accordance with IFRS, before depreciation and amortization, interest expense and income tax expense. EBITDA is used by management to determine the ability of an issuer to generate cash from operations. Management believes EBITDA is a useful supplemental measure from which to determine Alaris’ or its Private Company Partners’ ability to generate cash available for debt service, working capital, capital expenditures, income taxes and dividends. Payout Ratio means dividends paid, divided by cash flow from operating activities before changes in working capital. Annualized Payout Ratio means Alaris’ total annualized dividend per share expected to be paid over the next twelve months divided by the net cash from operating activities per share Alaris expects to generate over the same twelve month period (after giving effect to the impact of all information disclosed as at the date such information was posted to the Website). Earnings Coverage Ratio means the trailing twelve month EBITDA of a Private Company Partner divided by interest, principal repayments, maintenance capital expenditures and distributions to Alaris. Earnings coverage ratio is used by Alaris to evaluate a Private Company Partner’s ability to pay the distributions payable to Alaris.
These Non-IFRS measures should only be used in conjunction with our annual audited and quarterly reviewed financial statements, complete versions of which are available at www.sedar.com.
Compliance with Laws
In addition to complying with these Terms, you agree to use the Website, Linked Sites and services available on or through the Website and Linked Sites for lawful purposes only and in a manner consistent with local, national or international laws and regulations. You may not use the Website or Linked Sites in any manner that could damage, disable, overburden, or impair the Website or Linked Sites or interfere with any other party's use or enjoyment of the Website or Linked Sites.
Jurisdiction and Governing Law
As visitors access the Website on a server in Alberta, Canada, the information contained in this website is deemed to be provided in Alberta and, therefore, the laws of Alberta law and the federal laws of Canada applicable therein shall govern your use of the Website and the interpretation of these Terms. If you access the Website from outside of Canada, you do so at your own risk and are responsible for compliance with local, national or international laws including, without limitation, securities laws.
The courts of the Province of Alberta, without regard to their conflicts of law provisions, shall have exclusive jurisdiction over any dispute arising out of your use of this Website. Regardless of your physical location, residence or domicile, you undertake and agree to commence no action nor make any claim of any kind in any jurisdiction other than the courts of the Province of Alberta and you expressly undertake and agree to not commence or pursue any action by way of class action.
These Terms, any and all other notices, policies and statements contained on the Website constitute the entire agreement between Alaris and you. These Terms cannot be modified except as described elsewhere herein. These Terms supersede anything in the Website or any prior communication with you inconsistent with these Terms. No waiver of any of these Terms, or any term or condition herein, shall be deemed a further or continuing waiver of any such term or condition or any other term or condition. If in any jurisdiction, any part of these Terms is held to be unenforceable by a court of competent jurisdiction, such part of these Terms shall be restricted or eliminated to the minimum extent necessary and the remaining Terms shall otherwise remain in full force and effect.