CALGARY, AB , Aug. 17, 2020 /CNW/ - Alaris Royalty Corp. (" Alaris " or the " Corporation ") (TSX:AD.TO) is pleased to announce that both Glass Lewis & Co. (" Glass Lewis ") and Institutional Shareholder Services (" ISS ") have recommended that holders (" Shareholders ") of common shares (" Common Shares ") of Alaris vote " FOR " the special resolution (the " Arrangement Resolution ") to approve the proposed conversion of Alaris to a publicly-traded income trust to be named Alaris Equity Partners Income Trust (the " Trust "), pursuant to a statutory plan of arrangement under the provisions of the Canada Business Corporations Act (the " Arrangement "). ISS and Glass Lewis are two leading independent proxy advisory firms who make voting recommendations to their subscribers, including institutional investors.
The Arrangement, if approved, will result in Shareholders exchanging their Common Shares for an equivalent number of Trust units (" Trust Units "), provided that Trust Units otherwise distributable to "Non-Eligible US Shareholders" under the Arrangement (as further described in the Circular (as defined below)) will be sold on behalf of such Non-Eligible US Shareholders over the facilities of the Toronto Stock Exchange or by private sale and each Non-Eligible US Shareholder will receive a pro-rata share of the cash proceeds from the sale of such Trust Units (less any applicable withholding taxes) in lieu of Trust Units. Upon completion of the Arrangement, the Trust will indirectly own all of the Common Shares of the Corporation which will continue to carry on the same activities that the Corporation carried on prior to the Arrangement.
Complete details of the Arrangement are included in the management information circular of Alaris dated July 21, 2020 (the " Circular ") which has been posted on Alaris' SEDAR profile at www.sedar.com .
Alaris Meeting
The special meeting of Shareholders (the " Meeting ") is scheduled to be held at 11:00 a.m. ( Calgary time) on August 31, 2020 held by way of virtual-only audio webcast.
| YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY
The proxy voting deadline is 11:00 a.m. (Calgary time) on August 27, 2020.
The board of directors of Alaris UNANIMOUSLY recommends that Unitholders vote IN FAVOUR of the Arrangement Resolution. |
How to Vote
Shareholders are encouraged to vote today using the internet or telephone to ensure votes are received in a timely manner.
Registered Shareholders (Common Shares held in own name and represented by a physical certificate) may vote by:
Beneficial Shareholders (Common Shares held with a broker, bank or other intermediary) may vote by:
- Contacting their broker, bank or intermediary
- Contacting Laurel Hill by Telephone at: 1-877-452-7184
How to receive your consideration under the Arrangement
The Arrangement will result in the exchange of all the outstanding Common Shares for Trust Units (other than in respect of dissenting Shareholders and Non-Eligible US Shareholders). In order to exchange your Common Shares for Trust Units or cash proceeds, in the case of Non-Eligible US Shareholders: (i) registered Shareholders must deposit with Computershare Investor Services Inc. (the " Depositary ") at the address specified on the last page of the blue letter of transmittal, a completed shareholder certification together with certificates representing their Common Shares; and (ii) beneficial Shareholders should contact their broker, bank or other intermediary to ensure that their Common Shares are properly deposited with CDSX, and if applicable, a shareholder certification has been completed and delivered as set out in the CDS Bulletin.
Shareholders are strongly encouraged to ensure that their Common Shares have been deposited with the Depositary or CDSX along with a completed shareholder certification, as applicable, prior to 5:00 p.m. ( Calgary time) on August 28, 2020 (the " Certification Deadline "). Failure to deposit your Common Shares along with the supporting shareholder certification, if applicable, prior to the Certification Deadline could jeopardize your right to receive Trust Units under the Arrangement.
Shareholder Questions and Assistance
If you have any questions or require assistance with voting your Common Shares or tendering your Common Shares to receive consideration under the Arrangement, please contact our proxy solicitor:
Laurel Hill Advisory Group
1-877-452-7184 toll-free in North America
1-416-304-0211 collect outside North America
Email: assistance@laurelhill.com .