AIM Aimia Inc

• Cash consideration of $3.66 per Common Share under the 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 the Offeror's announcement of its intention to make the 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.
    
    
• Letter to shareholders and offer and takeover bid circular outlining the Offer available on www.cashpremiumforaimia.com and on Aimia's profile at www.sedarplus.ca
  
  
• Shareholders with questions or in need of assistance accepting the Offer can contact Carson Proxy Advisors at 1-800-530-5189 or go to www.cashpremiumforaimia.com
  
  
• Mithaq is seeking a court order requiring that Aimia immediately call and promptly hold a special meeting of shareholders because Mithaq has reason to believe, based on information provided by Aimia, that none of the directors of Aimia were elected at the most recent Annual Meeting

TORONTO, Oct. 5, 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"), today advised shareholders that it has formally commenced an all-cash takeover bid (the "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 Offeror previously announced its intention to make the Offer earlier this week.

The Offeror has filed an offer and takeover bid circular (the "Circular") in respect of the Offer and an accompanying letter to shareholders outlining the compelling reasons to tender their Aimia common shares to the Offer. The letter to shareholders and Circular and accompanying Offer documents are accessible to shareholders under Aimia's profile on SEDAR+ at www.sedarplus.ca and at www.cashpremiumforaimia.com and will also be mailed to shareholders.

"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," the Offeror writes in the letter to shareholders. "Tendering your shares to this takeover bid is your opportunity to get off that path and receive a premium, cash payment for your Aimia shares."

The letter to shareholders and Circular outline further details regarding the compelling all-cash Offer, which 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 the Offeror's announcement of its intention to make the 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 attractive premium, the Offer is attractive to Aimia shareholders for reasons that include:

• Liquidity, Certainty of Value and Ability to Redeploy Capital. The 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 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 Offer is not subject to a financing condition. The Offeror will pay for the Common Shares subject to the 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 Offer represents a premium to the market price of Aimia Common Shares on the last trading day prior to the date the Offeror announced its intention to make the Offer. If the 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.

In respect of the close reported results of Aimia's annual general meeting on April 18, 2023, Mithaq commenced a proceeding to seek a review of the voting records, which Aimia agreed to produce at the last minute. Based on those records, Mithaq is unable to reproduce the results of the meeting and has not received a substantive response to its request for additional information.

Mithaq also has reason to believe, based on the information that Aimia did provide, that none of the directors of Aimia were elected at the meeting and is now seeking declaratory relief and an order requiring that Aimia immediately call and promptly hold a special meeting of shareholders.

Additionally, Aimia had sought but then on the eve of the hearing withdrew a motion for an interlocutory injunction in a lawsuit alleging undisclosed joint actorship and misuse of confidential information, allegations Mithaq believes will fail; a trial on these issues is scheduled for four days starting January 8, 2024.

The Offer will remain open for acceptance until 11:59 p.m. (Vancouver time) on January 18, 2024, unless otherwise extended, accelerated or withdrawn by the Offeror. The initial deposit period under the Offer may be shortened to 35 days in certain circumstances.

The Offer will be subject to customary conditions, including, among other things: (i) there having been validly deposited under the Offer and not withdrawn that number of Common Shares representing more than 50% of the outstanding Common Shares, together with the associated rights, excluding those Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror, any associate or affiliate of the Offeror, or any person acting jointly or in concert with the Offeror, which is a non-waivable condition; (ii) there having been validly deposited pursuant to the Offer and not withdrawn that number of Common Shares, together with the associated rights and the Common Shares held by the Offeror at the expiry of the Offer, representing at least 66⅔% of the outstanding Common Shares (on a fully-diluted basis); (iii) the Offeror having determined that Aimia has not taken or proposed to take any action, or disclosed any previously undisclosed action or intention to take any action, that might result in a material adverse effect in respect of Aimia; (iv) neither Aimia nor any other person having taken any action or authorized, recommended, proposed or announced an intention to take any action that has had or could have the effect of impairing the ability of the Offeror to acquire the Common Shares, diminishing in any respect the expected economic value to the Offeror of the acquisition of Aimia, or that would make it inadvisable for the Offeror to proceed with the Offer or related transactions; and (v) certain regulatory approvals having been obtained and/or waiting periods expired.

The Offer is not subject to any financing condition.

Full details of the Offer are included in the letter to shareholders and Circular and accompanying Offer documents filed with securities regulatory authorities and accessible under Aimia's profile on SEDAR+ at www.sedarplus.ca.

The letter to shareholders and Circular are also available at www.cashpremiumforaimia.com. The Circular and accompanying Offer documents will be mailed to shareholders following receipt of the applicable securityholder lists from Aimia, in compliance with applicable securities laws.

Shareholders with questions or in need of assistance accepting the Offer can contact Carson Proxy Advisors by telephone at 1-800-530-5189 (North American Toll-Free Number) or
416-751-2066 (outside North America) or by email at info@carsonproxy.com.

Further information is also available at 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.

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 it has effected the commencement of the Offer. In addition to effecting the commencement of the 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 effecting the commencement of the 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 effecting the commencement of the 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 Mithaq, 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).

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.

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 Offer.

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 Offer, including the anticipated timing of the Offer; reasons to accept the Offer and expectations that such reasons continue to be prevailing; risks and challenges facing Aimia; Mithaq's beliefs with respect to its investment in Aimia and its related strategy; and statements in respect of litigation with Aimia. 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.