- The cash consideration under the Proposed Offer represents a
premium of approximately 20% based on the closing price of
$3.05 per Common Share on
the TSX on October 2, 2023 and
an approximate 23% premium to the volume weighted average trading
price of $2.98 per Common Share on
the TSX over the 20 trading days ended October 2, 2023
- Shareholders with questions about the Proposed Offer can
contact Carson Proxy Advisors at 1-800-530-5189 or go
to www.cashpremiumforaimia.com
TORONTO, Oct. 3, 2023
/CNW/ - Mithaq Canada Inc. (the "Offeror"), a wholly-owned
subsidiary of Mithaq Capital SPC ("Mithaq"), the largest
shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), announced
today that it intends to commence an all-cash takeover bid (the
"Proposed Offer") to acquire all of the issued and
outstanding common shares (the "Common Shares") of Aimia not
already owned by the Offeror or its affiliates, together with the
associated rights issued and outstanding under the shareholder
rights plan of Aimia, at a price of $3.66 per Common Share. The cash consideration
under the Proposed Offer represents premiums of approximately:
- 20% based on the closing price of $3.05 per Common Share on the TSX on October 2, 2023 (the last trading day prior to
today's announcement of the Proposed Offer); and
- 23% to the volume weighted average trading price of
$2.98 per Common Share on the TSX
over the 20 trading days ended October 2,
2023.
In addition to the compelling premium, the Proposed Offer is
attractive to Aimia shareholders for reasons that include:
- Liquidity, Certainty of Value and Ability to Redeploy
Capital. The Proposed Offer immediately crystalizes full and
certain value to shareholders by providing 100% cash consideration
for the Common Shares, giving depositing shareholders certainty of
value and immediate liquidity while removing the financing, market
and execution risks to shareholders. Further, the Proposed Offer
provides depositing shareholders the ability to fully monetize and
de-risk their investment and, ultimately, redeploy their capital
into the market.
- Fully Financed Cash Offer. The Proposed Offer is not
subject to a financing condition. The Offeror will pay for the
Common Shares subject to the Proposed Offer with funds made
available to the Offeror pursuant to committed financing
facilities.
- Risks of Status Quo. There is considerable risk to
shareholders if the Aimia board and management team continue to
pursue their current strategy. The poor track record of the current
leadership team is reflected in Aimia's:
- disappointing performance, with the full-year share price
performance falling short of management's expectations;
- misaligned investment strategy, including with respect to the
pursuit of acquisitions of Tufropes and Bozetto (as well as other
acquisitions Aimia has indicated it is considering), despite
Aimia's previously announced intention to pursue acquisitions in
cash-generative businesses in either the U.S. or Canada;
- misguided focus on private equity transactions, despite the
encouragement from Mithaq to seek opportunities in the public
markets;
- low equity ownership by the Aimia board, resulting in a
misalignment with the interests of shareholders; and
- ineffective executive compensation program, which lacks
tangible and/or calculable performance-based key performance
indicators.
- Potential for Negative Impact to Common Share Price if Offer
Not Accepted. The Proposed Offer represents a premium to the
market price of Aimia Common Shares on the last trading day prior
to the date hereof. If the Proposed Offer is not successful, and no
other offer is made for Aimia, the Offeror believes it is likely
the trading price of Aimia Common Shares will decline to pre-Offer
levels.
It is evident that the Aimia board and management remain intent
on proceeding with their misguided and misaligned business strategy
even though it is clear that the results continue to disappoint and
that a large proportion of Aimia's shareholders have lost
confidence in that path.
Shareholders sent a clear message at the last annual meeting of
shareholders on April 18, 2023, when
no director of Aimia received more than 52.41% of votes cast in
favour of their re-election and the previous Chair of the Aimia
board was defeated with 58.31% of the votes cast against him.
Mithaq owns or exercises control or direction over approximately
30.96% of the issued and outstanding Common Shares and has
become increasingly disillusioned and frustrated by the actions of
the Aimia board and management team, who have become entrenched and
continue to engage in self-serving behavior that Mithaq does not
view as being in the best interests of Aimia or its shareholders.
Mithaq has sought to engage in productive discussions with the
Aimia board and management team, however requests for such
engagement have in some cases been rejected and, when discussions
have taken place, any feedback that Mithaq has provided has been
largely ignored.
Mithaq has zero faith in the ability of the Aimia board and
management to act in the best interests of Aimia or its
shareholders, and believes the Proposed Offer is its only remaining
option. Mithaq has sent a letter to the Chair of the Aimia board
and Aimia's Chief Executive Officer confirming its intention to
effect the commencement of the Proposed Offer. In addition, Mithaq
has requested reasonable access to non-public information relating
to Aimia's business and operations, as well as access to members of
Aimia senior management, for purposes of completing its due
diligence and indicated that it would be open to discussing a
friendly transaction with the Aimia board.
A formal offer and information circular with further details
regarding the premium cash offer will follow in the coming
days. The circular is expected to be filed with securities
regulatory authorities, accessible under Aimia's profile on SEDAR+
in due course, and subsequently mailed to
shareholders following receipt of the applicable
securityholder lists from Aimia. For more information, shareholders
can visit www.cashpremiumforaimia.com, which will be updated
as the tender process proceeds.
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.
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 176 Yonge Street,
6th Floor, Toronto, Ontario M5C
2L7.
Mithaq has filed 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.
In the amended report, Mithaq discloses, among other things, that
they intend to effect the commencement of the Proposed Offer. In
addition to its intention to effect the commencement of the
Proposed Offer, Mithaq may explore from time to time a variety of
alternatives it deems appropriate, in each case to the extent
permitted under applicable law, including (i) increasing its
position in Aimia through, among other things, the acquisition of
securities of Aimia, and/or (ii) entering into transactions that
increase or hedge its economic exposure to such securities without
affecting its beneficial ownership of such securities.
Mithaq may explore from time to time other alternatives in
addition to its intention to effect the commencement of the
Proposed Offer 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 Mithaq's Early Warning Report filed on
SEDAR+. 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 in addition to its intention to effect the
commencement of the Proposed Offer 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).
ABOUT MITHAQ
Mithaq is the largest shareholder of Aimia, holding 26,059,000
Common Shares representing approximately 30.96% 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 Longview Communications and Public
Affairs is acting as communications advisor to the Offeror and
Mithaq in respect of the Proposed Offer.
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 Proposed Offer, including the anticipated
timing of the Proposed Offer; reasons to accept the Proposed Offer
and expectations that such reasons continue to be prevailing; risks
and challenges facing Aimia; and Mithaq's beliefs with respect to
its investment in Aimia and its related strategy. 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 Canada Inc.