(All figures in Canadian dollars unless otherwise
noted)
- Aimia has entered into a binding letter of intent with
Aeromexico to divest its stake in PLM loyalty program for
net proceeds, including an earn-out, of up to $517 million (USD $405
million), or $5.58 per common
share
- Net cash proceeds of approximately $492 million (USD $386
million) is due on closing, plus an earn-out of
approximately $25 million (USD
$19 million) on a net basis
- The Transaction will be consummated pursuant to the joint
chapter 11 plan of reorganization (as amended, the "Debtor's Plan")
of Grupo Aeromexico and its affiliates that are also debtors
(collectively, the "Debtors") in the Debtors' chapter 11 bankruptcy
cases pending in the United States
Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"), and is
subject to approval by Mexican antitrust authorities
TORONTO, Feb. 8, 2022 /CNW Telbec/ - Aimia Inc. (TSX:
AIM), is pleased to announce that its wholly-owned subsidiaries
Aimia Holdings UK Limited and Aimia Holdings UK II Limited have
entered into a binding letter of intent (the "Binding LOI")
with PLM Premier, S.A.P.I. de C.V ("PLM"), Grupo Aeromexico,
S.A.B. de C.V. and Aerovías de México, S.A. de C.V. (collectively,
"Aeromexico") to divest the company's 48.9% equity stake in
PLM, the owner and operator of Club Premier, the leading loyalty
program in Mexico, and upon which
PLM will become a wholly-owned subsidiary of Aeromexico.
Consideration and Additional Earn-out Amount
Upon closing of the transaction, Aimia Holdings UK Limited and
Aimia Holdings UK II Limited will receive approximately
$492 million in net cash proceeds,
subject to certain adjustments to be made at closing pursuant to
the Binding LOI and Definitive Agreement (as defined below).
In addition, an earn-out in an amount of approximately
$25 million on a net basis, is
payable to Aimia Holdings UK Limited and Aimia Holdings UK II
Limited in cash should the PLM loyalty program achieve certain
targeted annual gross billings amounts by 2024, subject to certain
adjustments pursuant to the Binding LOI and the Definitive
Agreement. Accounting for such targeted earn-out, the net
proceeds payable to Aimia Holdings UK Limited and Aimia Holdings UK
II Limited add up to approximately $517
million, or $5.58 per common
share.
Terms of the transaction are in US dollars. Canadian dollar
amounts have been translated at a USD/CAD exchange rate of 1.2758
as of the date of this press release. Approximate
consideration per common share is calculated on the basis of
92,488,212 common shares outstanding as of February 1, 2022.
Transaction Closing Conditions
On June 30, 2020, the Debtors
filed voluntary petitions for relief under chapter 11 of the United
States Bankruptcy Code in Bankruptcy Court. After hearings
were held on January 27 and 28, 2022,
the Bankruptcy Court entered an order on February 4, 2022 (the "Confirmation Order
Date") confirming the Debtors' Plan and approving the
transactions thereunder, including, among other things, the
transactions contemplated by the Binding LOI.
The parties to the Binding LOI will prepare and execute one or
more definitive agreements for the transaction reflecting the terms
and conditions of the Binding LOI (the "Definitive
Agreement"), which Definitive Agreement will include customary
representations and warranties, indemnity provisions and closing
conditions, including, among others, consummation of the Debtor's
Plan on its effective date and approval by Mexican antitrust
authorities. If all of the required closing conditions are
satisfied or fulfilled, the proposed transaction is expected to
close within six months from the Confirmation Order Date.
Phil Mittleman, CEO of Aimia,
said: "We want to thank our joint venture partner, Aeromexico, for
their collaboration in achieving the best outcome for all
stakeholders. Aeromexico has been a valued and trusted
partner since 2010, and we applaud them, and the PLM leadership
team for continuing to successfully navigate an unprecedented
period in the travel industry. We wish Aeromexico continued
success as they emerge from the bankruptcy process as a
significantly strengthened airline, supported by its loyalty
program."
Mr. Mittleman added, "The substantial cash proceeds from this
transaction, combined with our existing cash, investments, and
significant operating and capital tax losses, will optimally
position Aimia to continue to capitalize on the best investment
opportunities globally and deliver strong returns to our
stakeholders."
Andres Conesa, CEO of Aeroméxico
stated: "Today's announcement is another very exciting day for the
Aeroméxico family and our Club Premier members. This is an
important milestone in the Aeroméxico restructuring process and
marks a major step forward as we continue our complete
transformation of the Aeroméxico customer experience. We would like
to thank Aimia for their collaboration and close partnership over
the past decade. Since 2010, our joint vision has built Club
Premier into one of the leading airline loyalty programs in
Latin America. Aeroméxico
customers will benefit from a more relevant and agile program that
represents the best option to reward loyalty both on the ground and
in the air in Mexico and around
the world across all destinations Aeroméxico serves."
Jefferies LLC served as financial advisor to Aimia in connection
with the Transaction.
A redacted copy of the Binding LOI will be filed under Aimia's
SEDAR profile at www.SEDAR.com.
About Aimia
Aimia Inc. (TSX: AIM) is a holding company with a focus on
making long-term investments in public and private companies, on a
global basis, through controlling or minority stakes.
The company owns a portfolio of investments which include: a
48.9% equity stake in PLM Premier, S.A.P.I. de C.V. (PLM), owner
and operator of Club Premier, the coalition loyalty program in
Mexico that operates the
Aeromexico Frequent Flyer program, a 10.85% stake in Clear Media
Limited, one of the largest outdoor advertising firms in
China, a 48.8% equity stake in
Kognitiv, a B2B technology company enabling collaborative commerce,
a 12.3% equity stake in TRADE X, a global B2B cross-border
automotive trading platform as well as a wholly owned investment
advisory business, Mittleman Investment Management, LLC.
For more information about Aimia, visit www.aimia.com.
Forward-Looking Statements
This press release contains statements that constitute
"forward-looking information" within the meaning of Canadian
securities laws ("forward-looking statements"), which are based
upon our current expectations, estimates, projections, assumptions
and beliefs. All information that is not clearly historical in
nature may constitute forward-looking statements. In some cases,
forward-looking statements are typically identified by the use of
terms such as "expects" and "expected". Forward-looking statements
in this press release include, but are not limited to, statements
with respect to the earn-out, potential liabilities of the
transaction, entering into of the Definitive Agreement, successful
completion of the transaction within the anticipated timeframe,
satisfaction or waiver of customary closing conditions, including
consummation of the Debtor's Plan on its effective date
and Mexican antitrust authorities' approval, and our current
and future strategic initiatives and investment opportunities.
Forward-looking statements, by their nature, are based on
assumptions and are subject to known and unknown risks and
uncertainties, both general and specific, that contribute to the
possibility that the forward-looking statement will not occur. The
forward-looking statements in this press release speak only as of
the date hereof and reflect several material factors, expectations
and assumptions. Undue reliance should not be placed on any
predictions or forward-looking statements as these may be affected
by, among other things, changing external events and general
uncertainties of the business. A discussion of the material risks
applicable to us can be found in our current Management Discussion
and Analysis and Annual Information Form, each of which have been
or will be filed on SEDAR and can be accessed at www.sedar.com.
Except as required by applicable securities laws, forward-looking
statements speak only as of the date on which they are made and we
disclaim any intention and assumes no obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise.
There are also risks inherent to the transaction, including
failure to satisfy the closing conditions, exercise of termination
rights by any party to the Binding LOI or the Definitive Agreement,
and failure to obtain the requisite approvals. Accordingly, there
can be no assurance that the transaction will occur, or that it
will occur on the terms and conditions, or at the time,
contemplated in this press release. The transaction could be
modified, restructured or terminated. There can also be no
assurance that the strategic, operational or financial benefits and
effects expected to result from the transaction will be
realized.
SOURCE Aimia Inc.