AIM Aimia Inc

• Mithaq demonstrates commitment to its premium Offer by modifying certain conditions of the Offer
• Mithaq has filed a Notice of Variation in respect of the changes to its conditions, which also provides updates to Shareholders regarding recent developments relating to the Offer
• In an Open Letter to Shareholders and the Aimia Board, Mithaq re-emphasizes its desire to engage in discussions with the Aimia Board
• Shareholders should continue to visit www.cashpremiumforaimia.com for the latest updates

TORONTO, Nov. 28, 2023 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), today filed a Notice of Variation and issued an Open Letter to Shareholders and the Aimia Board (the "Open Letter").

The Open Letter urges Aimia's Board to engage productively with Mithaq regarding the premium, all-cash offer made by Mithaq's wholly-owned subsidiary, Mithaq Canada Inc. (the "Offeror"), to acquire all of the issued and outstanding common shares of Aimia Inc. (the "Common Shares") not already owned by the Offeror or its affiliates, together with the associated rights issued and outstanding under the shareholder rights plan of Aimia (the "Original Offer" and as amended, the "Offer"), and explains how Mithaq has modified the Offer by removing one condition and varying another.

The Open Letter reads as follows:

November 28, 2023

Dear Aimia Shareholders and Board of Directors:

Re: Offer of Mithaq Canada Inc. for all the issued and outstanding common shares of Aimia Inc.

On October 5, 2023, Mithaq Canada Inc. (the "Offeror"), a wholly owned subsidiary of Mithaq Capital SPC ("Mithaq"), commenced a premium all-cash offer for all of Aimia Inc.'s ("Aimia") issued and outstanding common shares (the "Common Shares") for C$3.66 per share (the "Offer"). The fully-financed, cash Offer represents a premium of 20% over the closing trading price of the shares on the TSX on October 2, 2023 (the last trading day prior to the Offeror's announcement of its intention to commence the Offer) and an approximate 28% premium to the share price on November 27, 2023, the last trading day prior to the date of this letter.

At the time of our Offer, we sent a letter to the board of directors of Aimia (the "Aimia Board") requesting 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 our diligence. We also communicated that we would also be open to discussing a friendly transaction with the Aimia Board. Notwithstanding our constructive outreach, Aimia's Board has yet to engage with us in a meaningful or constructive manner.

Instead, the Aimia Board has focused its efforts on entrenching itself and management, by diluting shareholders at a price well below our Offer at the same time as saying our Offer was not a fair price, and also feigning concern with reasonable Offer conditions.

The Aimia Board is failing shareholders and attempting to confuse them, while we're committed to doing the opposite for fellow shareholders. That's why we are today simplifying our Offer conditions to remove or amend items of purported concern.

Modifying Our Bid Conditions

Today we announced that we have revised some conditions of the Offer, including:

• Removing the condition that all litigation relating to Aimia or any of its affiliates and involving the Offeror or any of its affiliates shall have been resolved. In short, we believe that the allegations made by Aimia are without merit, are solely designed to prevent the Aimia Board from being held accountable and are doomed to fail at trial and, accordingly, that the litigation is a waste of company resources. It is now clear that the entrenched Aimia Board intends to continue its frivolous, self-serving litigation, but we have decided to drop the condition.
• Varying the due diligence condition contained in our original Offer to limit our diligence request to the information and access that has been provided to any potential acquiror of Aimia's common shares (including the investors in Aimia's recent dilutive private placement completed on October 21, 2023). It is reasonable and fair that we receive the same access to Aimia's non-public information and management that Aimia has provided to others. We also removed from the due diligence condition the requirement that we be satisfied that such information does not contain any facts that might make it inadvisable for us to complete the Offer.

It's Time for the Aimia Board to Actually Represent the Interests of the Company and Shareholders

It is nonsensical that Aimia's Board has repeatedly asserted that our premium, all-cash Offer undervalues the company, while the current trading price of the Common Shares is significantly below the Offer price and the Aimia Board refuses to engage. Perhaps if the Aimia Board were to constructively engage, we would find ourselves in a position to determine whether an increase to the Offer price is warranted.

Shareholders will never know what could have been if Aimia doesn't provide us with reasonable access to confidential information for purposes of conducting due diligence. We struggle to understand how Aimia or its shareholders could possibly be disadvantaged or prejudiced by our request for diligence access and how the Aimia Board's continued resistance is in the best interests of the company or its shareholders.

Today, we reemphasize our willingness to engage with the Aimia Board in a productive manner and publicly resubmit our request for due diligence access. We believe that is in the best interests of Aimia and its shareholders and urge Aimia's Board to act in a manner consistent with its duty to Aimia and its shareholders.

MITHAQ CAPITAL SPC

By: "Turki Saleh A. AlRajhi"
Name: Turki Saleh A. AlRajhi
Title: Director

NOTICE OF VARIATION

The Offeror has filed a notice of variation to vary the terms of the Offer by deleting the litigation condition and varying the due diligence condition and provide information in respect of recent developments relating to the Offer occurring after the date of the Original Offer (the "Notice of Variation"). The Offer remains subject to the conditions outlined in the Original Offer, as amended by the Notice of Variation.

Shareholders are urged to read the Notice of Variation, which has been filed on SEDAR+ under Aimia's profile at www.sedarplus.com and will also be mailed to shareholders. The Notice of Variation will also be available at www.cashpremiumforaimia.com. Aimia securityholders are urged to read the Notice of Variation carefully and in its entirety.

ABOUT THE OFFER

The Offeror commenced the Offer and filed a take-over bid circular (the "Mithaq Circular") and related documents with the securities regulatory authorities in Canada on October 5, 2023. Shareholders are urged to read the Mithaq Circular and the Notice of Variation as they contain important information, including the terms and conditions of the Offer and the procedures for depositing Common Shares. Additional information about the Offer or copies of the Mithaq Circular, the Notice of Variation and related documents may be obtained without charge on request from Carson Proxy Advisors at the contact information below. The Mithaq Circular and related documents filed by the Offeror are also available on SEDAR+ at www.sedarplus.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.

HOW TO TENDER

Shareholders are encouraged to tender their Common Shares and realize immediate liquidity for their investment. If Common Shares are held by a broker or other financial intermediary, shareholders should contact that intermediary and instruct it to tender their Common Shares. If Common Shares are held in registered form, shareholders should complete the Letter of Transmittal included in the documents mailed to them by the Offeror.

For shareholders whose certificate(s) or direct registration system statement(s) ("DRS Statements") are not immediately available or who cannot deliver the certificate(s) or DRS Statement(s) and all other required documents to Olympia Trust Company prior to the expiry time, they may accept the Offer by properly completing and duly executing a Notice of Guaranteed Delivery and returning it to Olympia Trust Company as specified in the Notice of Guaranteed Delivery.

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.

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.com) 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 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, among other things, that the Offeror has filed the Notice of Variation, and provides additional disclosure to shareholders in light of certain allegations made by Aimia in the Active Litigation (as defined in the Mithaq Circular).

The Amended Report further discloses that, in addition to the Offer, 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 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 also continue explore from time to time other alternatives in addition to 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 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 in addition to 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 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.com or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi (mithaq-capital@mithaqholding.com).

ABOUT THE OFFEROR

The Offeror is a wholly-owned subsidiary of Mithaq, the largest shareholder of Aimia, holding 26,059,000 Common Shares representing approximately 30.96% of the issued and outstanding Common Shares (before giving effect to Aimia's recent private placement, which Mithaq is challenging before the Capital Markets Tribunal of the Ontario Securities Commission). 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

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 

Media

Boyd Erman
FGS Longview
416-649-8007
berman@longviewcomms.ca 

Joel Shaffer
FGS Longview
416-649-8006 
jshaffer@longviewcomms.ca

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 Offer and the Notice of Variation, including the mailing of the Notice of Variation and any potential increase to the Offer price; and statements regarding the ongoing litigation between Mithaq and Aimia, and the Offeror's application to seek regulatory remedies in respect of, among other things, Aimia's private placement, as well as any unwinding of that private placement, including the Offeror and Mithaq's expectations regarding the Aimia Board's intentions with respect to the litigation and the results of such litigation and such application. 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.