CALGARY, ALBERTA--(Marketwired - Apr 19, 2013) - Alaris Royalty Corp. ("Alaris" or the "Corporation") (AD.TO) is pleased to announce that it has received shareholder approval for its previously announced plan of arrangement (the "Arrangement") pursuant to the provisions of the Canada Business Corporations Act. Shareholders approved the Arrangement at the annual general and special meeting (the "Meeting") of holders ("Shareholders") of common shares ("Common Shares") of the Corporation held on April 18, 2013, with 99.92% of the votes cast, in person or by proxy, at the Meeting voting in favour of the Arrangement. Following the Meeting, on April 19, 2013, Alaris obtained the final order approving the Arrangement from the Court of Queens's Bench of Alberta. As such, the Corporation wishes to confirm that the effective date of the Arrangement will be May 8, 2013.
The Arrangement is being conducted as a means to: (1) ensure that Alaris 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. 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 Corporation's information circular and proxy statement dated March 20, 2013 (the "Information Circular") sent to Shareholders in connection with the Meeting). 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 Information Circular). 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 Information Circular) 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.
In order to receive New Common Shares under the Arrangement, registered Qualified U.S. Shareholders must, amongst other things, submit a properly completed Qualified U.S. Shareholder Certification (QIB) or a Qualified U.S. Shareholder Certification (Non-QIB) (as such terms are defined in the Information Circular) found in the letter of transmittal confirming such Shareholder's status as a Qualified U.S. Shareholder to the depositary so that it is received no later than 5:00 p.m. (Calgary time) on May 7, 2013 (the "Certification Deadline").
If a Qualified U.S. Shareholder's Common Shares are held by a broker, bank or other intermediary (collectively an "Intermediary"), then the Intermediary will be required to make the applicable shareholder certification confirming such Shareholder's status as a Qualified U.S. Shareholder on behalf of such Shareholder.
If, a registered Shareholder or an Intermediary, in the case of a beneficial Shareholder, has not submitted a shareholder certification confirming the Shareholder's status as either a Non-U.S. Shareholder, a Qualified U.S. Shareholder or a Non-Qualified U.S. Shareholder prior to the Certification Deadline then Alaris will be required to make a determination of each Shareholder's status based on information available to it at such time.
All Shareholders are encouraged to read the Information Circular and letter of transmittal, copies of which are available under Alaris' SEDAR profile at www.sedar.com, for further details on the terms of the Arrangement, the requirement to submit a Shareholder Certification (as that term is defined in the Information Circular) and the procedures for exchanging their Common Shares for New Common Shares or, in the case of a Non-Qualified U.S. Shareholder, the pro-rata share of the cash proceeds from the sale of New Common Shares.
Election of Directors
Alaris is also pleased to announce the results of voting on the election of directors at the Meeting. Each of the nominee directors listed in the Information Circular was elected as a director. The results of the voting for each individual director are set forth below:
|Jack C. Lee||13,078,519 (98.87%)||149,408 (1.13%)|
|E. Mitchell Shier||12,999,226 (98.27%)||228,701 (1.73%)|
|Mary C. Ritchie||13,078,019 (98.87%)||149,408 (1.13%)|
|John P.A. Budreski||12,752,909 (96.41%)||475,018 (3.59%)|
|Stephen King||13,112,303 (99.13%)||115,624 (0.87%)|
|Gary Patterson||13,076,169 (98.85%)||151,758 (1.15%)|
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 firstname.lastname@example.org, 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.
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.