TORONTO, Feb. 16,
2024 /CNW/ - Mithaq Capital SPC ("Mithaq"),
the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"),
today announced the expiry of the premium all-cash offer made by
its wholly-owned subsidiary, Mithaq Canada Inc. (the
"Offeror"), to acquire all of the issued and outstanding
common shares of Aimia (the "Common Shares") not already
owned by the Offeror or its affiliates (the "Offer").
The statutory minimum tender condition was not satisfied as of
the Offer's expiry time (11:59 p.m.
(Vancouver time) on February 15, 2024). In light of the Aimia Board's
continuing unwillingness to constructively engage with Mithaq to
maximize value for all shareholders, as well as its ongoing
entrenching tactics and frivolous, wasteful litigation, as further
described below, the Offeror determined not to further extend the
Offer.
As a result of the expiry of the Offer, no Common Shares were
acquired pursuant to the Offer and the Offer is now terminated. Any
Common Shares deposited under the Offer and not withdrawn will be
returned to the holders thereof promptly and in accordance with the
terms of the Offer and take-over bid circular and related offer
documents (the "Offer Documents"). Copies of the Offer
Documents are available under Aimia's profile on SEDAR+ at
www.sedarplus.ca.
There has been no change in Mithaq's concerns with the strategic
direction of the company and Aimia's leadership has yet to engage
in a productive manner with its largest shareholder. Mithaq, which
has ownership of, or control or direction over, a total of
26,893,588 Common Shares, representing approximately 28.42% of the
issued and outstanding Common Shares, is evaluating all options
available to it in connection with Aimia's upcoming 2024 annual
general meeting of shareholders (the "2024 AGM"). At a
minimum, Mithaq expects that the meeting will be conducted fairly,
transparently and in accordance with applicable corporate and
securities laws and best practices for such meetings, and that
Aimia will respect the right of shareholders to vote on all matters
brought before the meeting.
Ensuring a Fair and Proper Vote at Aimia's 2024 Annual
General Meeting
Mithaq is taking action to protect all shareholders by
attempting to ensure the sorts of serious irregularities that took
place at the 2023 annual general meeting (the "2023 AGM")
cannot reoccur.
Mithaq has obtained evidence that Aimia's then leadership
inappropriately influenced the voting of proxies submitted in
connection with the 2023 AGM. Had this conduct not occurred, Mithaq
believes that none of the Aimia management nominees would have been
elected at the 2023 AGM.
The problematic behaviour uncovered by Mithaq is unacceptable
and will not be tolerated at the 2024 AGM. Mithaq expects that the
2024 AGM be conducted in accordance with applicable corporate and
securities laws and that Aimia will respect the right of
shareholders to vote on all matters brought before the meeting,
including those shareholders who vote by proxy.
In particular, Aimia should ensure, among other matters, that
(i) an independent chair, not affiliated with Aimia, will oversee
the 2024 AGM; (ii) an independent organization, not affiliated with
Aimia, will scrutineer the 2024 AGM; and (iii) Mithaq be permitted
to conduct a comprehensive proxy review immediately following the
2024 AGM should it request such a review.
To avoid the costs, wasted resources, and stain on shareholder
democracy that followed the 2023 AGM, Mithaq is seeking Aimia's
cooperation and confirmation in advance to the above-listed
requests for conduct of the 2024 AGM. Without Aimia's cooperation,
Mithaq intends to seek assistance from the courts to ensure the
conduct of the 2024 AGM complies with applicable corporate and
securities laws.
Mithaq's response to Aimia's Capital Markets Tribunal
Application
Mithaq is disappointed that the Aimia Board continues to resort
to self-serving legal tactics. On February
13, 2024, Aimia filed an Application (the "Aimia
Application") with the Ontario Securities Commission's Capital
Markets Tribunal for relief in relation to alleged
breaches of securities laws by Mithaq.
The Aimia Application is based on stale allegations of
undisclosed joint actor conduct and seeks relief Aimia previously
expressly chose not to pursue. Mithaq intends to refute Aimia's
allegations and believes that its early warning disclosure has at
all times provided the market with timely and accurate information
about its investment in Aimia, including its considerations in
respect of its investment and actions it may take.
EARLY WARNING DISCLOSURE
This press release is being issued pursuant to National
Instrument 62-103 – The Early Warning System and Related
Take-Over Bid and Insider Reporting Issues, which requires a
report to be filed under Aimia's profile on SEDAR+
(www.sedarplus.ca) containing additional information respecting the
foregoing matters. Aimia's head office address is 1 University
Avenue, Floor 3, Toronto, Ontario
M5J 2P1.
Mithaq has filed on SEDAR+ an amended early warning report to
disclose changes in certain material facts relating to its
ownership of securities of Aimia, in compliance with National
Instrument 62-103 (the "Amended Report"). In the Amended
Report, Mithaq discloses that the Offer expired at 11:59 p.m. (Vancouver time) on February 15, 2024.
The Amended Report further discloses that Mithaq may continue to
explore from time to time a variety of alternatives it deems
appropriate with respect to its investment in Aimia, in each case
to the extent permitted under applicable law, including (i)
increasing or decreasing its position in Aimia through, among other
things, the acquisition or disposition of securities of Aimia, (ii)
entering into transactions that increase or hedge its economic
exposure to such securities without affecting its beneficial
ownership of such securities, and/or (iii) continuing to hold its
current position.
In addition to evaluating all options available to it in
connection with the 2024 AGM, Mithaq may also continue to explore
from time to time other alternatives with respect to its investment
in Aimia, in each case to the extent permitted under applicable
law, including, but not limited to, developing plans or intentions
or taking actions itself or with joint actors which relate to or
would result in one or more of the transactions or matters referred
to in paragraphs (a) through (k) of Item 5 of the Amended Report.
For greater certainty, Mithaq may: (a) engage with management
and/or the board of Aimia concerning the foregoing and its
business, management, operations, capitalization, financial
condition, governance, strategy and future plans (including taking
any actions it deems appropriate to influence the affairs of
Aimia); (b) initiate or make public or private proposals or offers
involving Aimia, including (i) any takeover bid, amalgamation,
consolidation, acquisition, business combination, arrangement,
recapitalization, restructuring, liquidation, dissolution,
disposition of assets or other similar transactions involving Aimia
(including its subsidiaries and joint ventures or any of their
respective securities or assets), and (ii) any waiver, amendment or
modification to Aimia's articles of incorporation or by-laws; (c)
initiate, solicit or join as a party, any litigation, arbitration
or other proceeding (including regulatory proceedings) involving
Aimia or any of its subsidiaries or any of its or their respective
current or former directors or officers (including derivative
actions and exercising any dissent rights); (d) initiate, propose,
encourage, advise, influence or otherwise participate in the
solicitation of proxies with respect to the voting of any
securities of Aimia on any matter (including pursuant to any
available exemptions under applicable laws); (e) grant any proxy
with respect to the securities of Aimia; (f) engage in any short
sale or similar transaction that derives value from a decline in
Aimia's securities; (g) deposit any securities of Aimia into a
voting trust, or subject any securities of Aimia to any agreement
or arrangement with respect to the voting of such securities; (h)
(i) call, requisition or seek to call or requisition a meeting of
the shareholders of Aimia, (ii) seek election or appointment to, or
representation on, the board of Aimia or (iii) effect the removal
of any member of the board of Aimia or otherwise alter the
composition of the board of Aimia (including by voting against the
directors or through any "no vote" or similar campaign or proposing
nominees); (i) submit, or induce any person to submit, any
shareholder proposal; (j) enter into any agreement with Aimia
(including any settlement or resolution agreement); (k) retain any
advisors in furtherance of any of the foregoing; (l) make any
request for securityholder list materials or other books and
records of Aimia or any of its subsidiaries including under any
statutory or regulatory provisions providing for shareholder access
to such securityholder list materials, books and records of Aimia
or its subsidiaries; (m) enter into discussions, agreements or
understandings with any person with respect to or in contemplation
of the foregoing or advise, assist, support or encourage any person
to take any action consistent with the foregoing; and (n) make any
public disclosure of any consideration, intention, plan or
arrangement with respect to or in contemplation of any of the
foregoing.
Although the foregoing reflects activities presently
contemplated by Mithaq with respect to its investment in Aimia, the
foregoing is subject to a number of factors, including but not
limited to, the price of Aimia's securities, Aimia's business and
financial condition and prospects, conditions in the securities
markets and general economic and industry conditions, the
availability of funds, the evaluation of other investment
opportunities available to Aimia, and is subject to change at any
time, and there can be no assurance that Mithaq will take any of
these additional actions referred to above.
For further information, including a copy of the corresponding
report filed with Canadian securities regulators, please visit
www.sedarplus.ca or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi
(mithaq-capital@mithaqholding.com).
This press release does not constitute an offer to buy or the
solicitation of an offer to sell any securities of the Offeror,
Mithaq or Aimia.
ABOUT THE OFFEROR
The Offeror is a wholly-owned subsidiary of Mithaq, the largest
shareholder of Aimia, holding 26,893,588 Common Shares representing
approximately 28.42% of the issued and outstanding Common
Shares. Mithaq is a segregated portfolio company and affiliate of
Mithaq Holding Company, a family office based in Saudi
Arabia with investments in public equities, real estate,
private equity and income-producing assets in local and
international markets.
ADVISORS
Torys LLP is acting as legal advisor, Carson Proxy Advisors is
acting as information agent and FGS Longview is acting as
communications advisor to the Offeror and Mithaq in respect of the
Offer.
FOR MORE INFORMATION
Mithaq Capital SPC
+966 11 222 22 10
mithaq-capital@mithaqholding.com
Saudi Arabia, P.O. Box
86611, Riyadh 11632
Shareholders
www.cashpremiumforaimia.com
Carson Proxy Advisors
North American Toll Free: 1-800-530-5189
Collect Call Outside North America:
416-751-2066, info@carsonproxy.com
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This document contains "forward-looking statements" (as
defined under applicable securities laws). These statements relate
to future events or future performance and reflect the Offeror and
Mithaq's expectations, beliefs, plans, estimates, intentions, and
similar statements concerning anticipated future events, results,
circumstances, performance or expectations that are not historical
facts. Forward-looking statements include, but are not limited to,
statements regarding: the expiry of the Offer and the return of any
Common Shares deposited thereunder and not withdrawn to the holders
thereof, and the actions Mithaq may take in connection with the
2024 AGM. Such forward-looking statements reflect the Offeror and
Mithaq's current beliefs and are based on information currently
available. In some cases, forward-looking statements can be
identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", "target", "intend", "could" or the
negative of these terms or other comparable terminology.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and a
number of factors could cause actual events or results to differ
materially from the results discussed in the forward-looking
statements. In evaluating these statements, readers should
specifically consider various factors that may cause actual results
to differ materially from any forward-looking statement. These
factors include, but are not limited to, market and general
economic conditions (including slowing economic growth, inflation
and rising interest rates) and the dynamic nature of the industry
in which Aimia operates.
Although the forward-looking information contained in this
document is based upon what the Offeror and Mithaq believe are
reasonable assumptions, there can be no assurance that actual
results will be consistent with these forward-looking statements.
The forward-looking statements contained in this document are made
as of the date of this document and should not be relied upon as
representing views as of any date subsequent to the date of this
document. Except as may be required by applicable law, the Offeror
and Mithaq do not undertake, and specifically disclaim, any
obligation to update or revise any forward-looking information,
whether as a result of new information, further developments or
otherwise.
Neither the Offeror, Mithaq, nor or any of their
subsidiaries, affiliates, associates, officers, partners,
employees, representatives and advisers, make any representation or
warranty, express or implied, as to the fairness, truth, fullness,
accuracy or completeness of the information contained in this
document or otherwise made available, nor as to the reasonableness
of any assumption contained herein, and any liability therefore
(including in respect of direct, indirect, consequential loss or
damage) is expressly disclaimed. Nothing contained herein is, or
shall be relied upon as, a promise or representation, whether as to
the past or the future and no reliance, in whole or in part, should
be placed on the fairness, accuracy, completeness or correctness of
the information contained herein.
SOURCE Mithaq Capital SPC