WARNS SHAREHOLDERS AND INVESTORS THAT BID IS
SUBJECT TO UNPRECEDENTED CONDITIONS
TORONTO, Oct. 10,
2023 /CNW/ - The Special Committee of Aimia Inc.
(TSX: AIM) ("Aimia" or the "Company"), with the help of its
independent legal and financial advisors, is continuing its review
of an unsolicited take-over bid by an affiliate of Mithaq Capital
SPC ("Mithaq") for all of the issued and outstanding common shares
of the Company (the "Offer"). It is also evaluating other options
to enhance shareholder value, including alternatives that the
Company was actively pursuing prior to Mithaq announcing its
intention to make the Offer.
While the Special Committee is not yet in a position to make any
recommendations regarding the Offer, it wishes to advise
shareholders that the Offer is subject to unprecedented terms that
create significant uncertainty with respect to whether the Offer
will be completed. The Offer includes nineteen different conditions
that must be satisfied, in many cases as determined by Mithaq, "in
its sole judgment" or "in its sole discretion", before it would be
required to purchase any shares that are tendered to the Offer.
These include two conditions that the Special Committee believes
are unprecedented, specifically that (i) all litigation between the
Company and Mithaq be resolved "on terms satisfactory" to
Mithaq in "its sole discretion" and (ii) Mithaq be given access to
confidential information and to the Company's management team, and
then be satisfied with its review of such disclosed
information.
Aimia is suing Mithaq for various breaches of the Securities
Act (Ontario), including that
Mithaq engaged in undisclosed joint actor conduct and breached
mandatory take-over bid requirements earlier this year, and
currently has no intention of settling such claims. The trial is
scheduled to begin on January 8,
2024, and the Offer expires on January 18, 2024.
The Special Committee also notes that the Offer is not being
made for the preferred shares of the Company, which will remain
outstanding even if the Offer is completed and the tendered common
shares are taken up by Mithaq.
Aimia's board of directors, based on the Special Committee's
recommendation, will provide shareholders with its recommendation
in respect of the Offer in accordance with securities law.
Shareholders are advised to take no action at this time.
Shareholders with questions are encouraged to call Aimia's
strategic shareholder advisor, Kingsdale Advisors, at
1-800-495-6389 or contactus@kingsdaleadvisors.com
Advisors
Kingsdale Advisors is acting as strategic shareholder advisor
and communications advisor to Aimia. Norton Rose Fulbright Canada
LLP is acting as legal counsel to Aimia. Goodmans LLP is acting as
legal counsel and Canaccord Corp. is acting as financial advisor to
the Special Committee.
About Aimia
Aimia Inc. is a holding company that makes long-term investments
in private and public businesses through controlling or minority
stakes. We target companies with durable economic advantages
evidenced by a track record of substantial free cash flow
generation over complete business cycles, strong growth prospects,
and guided by strong experienced management teams. Headquartered in
Toronto, Canada, Aimia is
positioned to invest in any sector, wherever a suitable opportunity
can be identified worldwide. In addition, we seek investments that
may efficiently utilize the Company's operating and capital loss
carry-forwards to further enhance stakeholder value.
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. Forward-looking
statements are typically identified by the use of terms or phrases
such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will", "would" and
"should", and similar terms and phrases, including references to
assumptions. Forward-looking statements in this press release
include, but are not limited to, the consideration and evaluation
of a Proposed Offer, and any recommendation with respect to same.
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. While Aimia considers these factors, expectations
and assumptions to be reasonable, actual events or results could
differ materially from the results, predictions, forecasts,
conclusions or projections expressed or implied in the
forward-looking statements. 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.sedarplus.ca. Aimia cautions that the list of risk factors
included in such Management Discussion and Analysis is not
exhaustive. 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 assume no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise.
SOURCE Aimia Inc.