CALGARY, ALBERTA--(Marketwire - March 28, 2013) -
NOT FOR DISSEMINATION IN THE UNITED STATES
Alaris Royalty Corp. ("Alaris" or the "Corporation") (TSX:AD) is pleased to announce that it has mailed the notice of annual general and special meeting, information circular and proxy statement, form of proxy, letter of transmittal and related documents (collectively the "Meeting Materials") for the Annual General and Special Meeting of holders ("Shareholders") of common shares ("Common Shares") to be held on April 18, 2013 (the "Meeting"). At the Meeting, in addition to a number of other matters set forth in the Meeting Materials, Shareholders will be asked to consider, and, if thought advisable, to approve a plan of arrangement (the "Arrangement") pursuant to the provisions of the Canada Business Corporations Act, that will, among other things, result in a reorganization of Alaris' share capital.
Alaris is proposing the Arrangement as a means to (1) ensure that it complies with certain requirements of applicable U.S. securities law; and (2) to provide Alaris with the greatest flexibility to access U.S. capital markets to fund our future growth and expand our business in Canada and the United States. If approved, the Arrangement will result in all Shareholders exchanging their Common Shares for new common shares ("New Common Shares") on a one-for-one basis, except in limited circumstances where Common Shares are held by Non-Qualified U.S. Shareholders (as that term is defined in the Meeting Materials). The terms of the New Common Shares are substantially similar to the rights of the current Common Shares, except that the terms of the New Common Shares include certain provisions that are designed to ensure the Corporation's compliance with applicable U.S. securities laws.
Under the terms of the Arrangement, and in accordance with applicable United States securities law, Shareholders who are located in the United States or who are U.S. Persons will only receive New Common Shares if they are considered "Qualified US Shareholders" (as that term is defined in the Meeting Materials). New Common Shares which would have otherwise have been distributable to Non-Qualified U.S. Shareholders under the Arrangement will instead be issued and delivered on their behalf to a Sale Trustee (as that term is defined in the Meeting Materials) and will be sold on behalf of such Non-Qualified U.S. Shareholders over the facilities of the TSX or by private sale. Each Non-Qualified U.S. Shareholder will receive a pro-rata share of the cash proceeds from the sale of such New Common Shares sold by the Sale Trustee, in lieu of New Common Shares.
All Shareholders are encouraged to read the Meeting Materials in detail. Copies of the Meeting Materials are available under Alaris' SEDAR profile at www.sedar.com.
This press release is not an offer of the New Common Shares for sale in the United States. The New Common Shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the Unites States absent registration or an exemption from the registration requirement of that Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these New Common Shares, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
For more information:
Alaris has retained Laurel Hill Advisory Group to assist the Corporation in communicating with Shareholders in connection with the Arrangement. If you have any questions with respect to the Arrangement, please contact Laurel Hill, by email at email@example.com, or by telephone at 416-304-0211 (banks, brokers or collect calls) or 1-877-452-7184 (North American toll-free number). You may also contact Curtis Krawetz, Manager of Investor Relations and Analyst of Alaris at 403-221-7305.
About Alaris: (www.alarisroyalty.com)
The Corporation provides alternative financing to a diversified group of private businesses ("Private Company Partners") in exchange for royalties or distributions from the Private Company Partners, with the principal objective of generating stable and predictable cash flows for dividend payments to its shareholders. Royalties or distributions to Alaris from the Private Company Partners are structured as a percentage of a "top line" financial performance measure such as gross margin, same clinic sales, gross revenues and same-store sales and rank in priority to the owners' common equity position.
416-304-0211 (banks, brokers or collect calls)
1-877-452-7184 (North American toll-free number)
Alaris Royalty Corp.
Manager of Investor Relations and Analyst