AIM Aimia Inc

• Impulsive Commentary and Baseless Litigation Expose a Board and Management Intent on Entrenchment and Value Destruction, to the Detriment of Shareholders
• Shareholders Should Continue to Visit www.cashpremiumforaimia.com for the Latest Updates

TORONTO, Oct. 10, 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 made the following statement about Aimia's premature assessment of Mithaq's premium all-cash takeover bid (the "Offer") contained in Aimia's press release issued earlier today:

Providing impulsive commentary about the Offer, when Aimia's board acknowledges that it has not yet completed its review of the Offer, nor has it formally responded to the Offer by publishing a directors' circular, demonstrates reckless prejudgment and an inability of Aimia's board to act independently of management and in the interests of shareholders.

Aimia's misguided commentary, as well as constant references to the baseless litigation Aimia is pursuing against Mithaq, are nothing more than efforts to entrench the board and management, distract from Aimia's poor performance, and deprive Aimia shareholders of the value of the compelling all-cash, premium Offer.

Contrary to Aimia's misleading commentary, there is nothing unprecedented about the number or scope of bid conditions, which are consistent with other unsolicited takeover bids. The conditions are necessary to protect all shareholders' investment in the company, including Mithaq's, as they discourage Aimia's board and management from taking more self-interested defensive actions that could further depreciate company value and deprive shareholders of Mithaq's premium Offer.

Given the board's reckless and premature comments regarding the premium all-cash Offer, and previous entrenchment tactics, long-suffering shareholders are advised to question the basis and validity of any communication that comes from the entrenched board and management teams.

Aimia Shareholders Should Not Tolerate Defensive, Self-Interested Behaviour

Mithaq is concerned that in the face of its unsolicited Offer, Aimia's board and management are becoming even more entrenched and engaging in inappropriate defensive behaviour that is in their own self-interest rather than the best interests of Aimia. Mithaq has lost all faith in the ability of Aimia's board and management to act in the best interests of Aimia and its shareholders and accordingly, views shareholder investments as at risk under their continued leadership.

Mithaq will not tolerate actions that further damage the value and reputation of Aimia, and that only serve to deprive shareholders of the premium Offer. If the Aimia board were to agree to enter into a transaction agreement with Mithaq containing typical interim operating covenants governing Aimia's actions, Mithaq would be able to eliminate many of its bid conditions.

What Aimia is not telling shareholders is that in any exercise of its sole judgement or discretion when assessing the conditions to the Offer, Mithaq intends to act reasonably, which is consistent with the Canadian Securities Administrators' stated position on bid conditions. Mithaq also has the ability to waive any conditions, other than the statutory requirement that at least 50% of the outstanding common shares (other than those owned by Mithaq or its affiliates) accept the Offer.

Baseless Litigation

Aimia continues to distract shareholders from the Offer and waste resources via its ongoing litigation with Mithaq and baseless allegations, which have nothing to do with the Offer. The action commenced against Mithaq is an extreme and unprecedented effort to seek to use litigation to shield the Aimia board (which, as of last year's management information circular, owns a mere 2.73% equity stake in Aimia) from accountability to shareholders.

Put simply, Aimia's litigation against Mithaq is an inappropriate entrenchment tactic by the board to retain their positions and deny shareholders the right to exercise their corporate oversight powers. Shareholders should be deeply concerned by Aimia's continued pursuit of such an action, which continues to deplete shareholder resources in the name of self-interested defensive behaviour.

On October 26, 2023, Mithaq will attend before the Superior Court of Justice to set a date for the court to hear Mithaq's continuing concerns regarding the announced results of Aimia's annual general meeting on April 18, 2023 and Mithaq's ongoing investigation of the voting records of the meeting.

Details of the Offer

Full details of the Offer are included in the letter to shareholders and takeover bid 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 takeover bid circular are also available at www.cashpremiumforaimia.com. The takeover bid 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.

Mithaq is the largest shareholder of Aimia, holding 26,059,000 common shares of Aimia representing approximately 30.96% of the issued and outstanding common shares of Aimia. 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 response of Aimia's board and management to the Offer; 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.