CALGARY, AB, Sept. 21, 2020 /CNW/ - Alaris Equity Partners Income Trust (the "Trust" or "Alaris") (TSX: AD.UN) announces that the purchasers of the assets of Sandbox Acquisitions, LLC and Sandbox Advertising Inc. (collectively, "Sandbox") have filed a complaint in the Court of Chancery of the State of Delaware against its subsidiary Alaris Equity Partners Inc. (formerly Alaris Royalty Corp.) (the "Company") concerning disputes arising out of the sale of the Sandbox assets (the "Sandbox Sale"). The Sandbox Sale closed on February 28, 2020. The Complaint lodges claims against the Company and certain of its representatives for fraud and breach of some of the representations and warranties of the Sandbox Sale purchase agreement and alleges damages of approximately US$37.2 million. The Company believes the claims against the Company and its representative are without merit and intends to vigorously defend the case. The Company will respond to the Complaint in due course and is actively evaluating the possibility of lodging counterclaims in the matter.
Alaris provides alternative financing to private companies ("Partners") in exchange for distributions with the principal objective of generating stable and predictable cash flows for dividend payments to its shareholders. Distributions from the Partners are adjusted each year based on the percentage change of a "top line" financial performance measure such as gross margin and same-store sales and rank in priority to the owners' common equity position.
FORWARD LOOKING STATEMENTS
This news release contains forward-looking statements as defined under applicable securities laws, such as the Company's belief in the merits of the Complaint and that it intends to vigorously defend the case. Statements other than statements of historical fact contained in this news release may be forward-looking statements under applicable securities legislation, including, without limitation, management's expectations, the statement that the Company intends to vigorously defend the allegations made in the Complaint, the possibility of lodging counterclaims, intentions and beliefs concerning the Complaint and the ultimate outcome of the related litigation. Many of these statements can be identified by words such as "believe", "expects", "will", "intends", "projects", "anticipates", "estimates", "continues" or similar words or the negative thereof. There can be no assurance that the plans, intentions or expectations upon which these forward-looking statements are based will occur.
By their nature, forward-looking statements require Alaris to make assumptions and are subject to inherent risks and uncertainties. In addition to other factors and assumptions which may be identified herein, assumptions have been made in respect of such forward-looking statements regarding, among other things: (a) the receipt of information in discovery; (b) the evaluation of information under legal and accounting principles; (c) the impact of the Coronavirus pandemic upon the ability of the plaintiffs to support any theoretical claim of damages; (d) the legal merits of and the ultimate outcome of the Complaint; and (e) that the Company is aware of all material facts in connection with the legal proceedings.
There can be no assurance that the assumptions, plans, intentions or expectations upon which these forward-looking statements are based will occur. Forward looking statements are subject to risks, uncertainties and assumptions and should not be read as guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from the Trust's expectations described in the forward-looking statements contained herein include, without limitation: uncertainties inherent to legal disputes and litigation; the discovery of new evidence or new legal theories; the uncertainty in predicting the decisions of judges and the actions of counterparties; and the impact of the litigation upon management's time and resources. Additional risks that may cause actual results to vary from those indicated are discussed under the heading "Risk Factors" and "Forward Looking Statements" in the Corporation's Management Discussion and Analysis for the year ended December 31, 2019 and the Circular, which is filed under the Trust's profile at www.sedar.com and on its website at www.alarisequitypartners.com.
Accordingly, readers are cautioned not to place undue reliance on any forward-looking information contained in this news release 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. Statements containing forward-looking information reflect management's current beliefs and assumptions based on information in its possession on the date of this news release. Although management believes that the assumptions reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations will prove to be correct.
The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this news release are made as of the date of this news release and Alaris does not undertake or assume any obligation to update or revise such statements to reflect new events or circumstances except as expressly required by applicable securities legislation.
Neither the TSX nor its Regulation Services Provider (as that term is defined in the policies of the TSX) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Alaris Equity Partners Income Trust