AIM Aimia Inc

• Mithaq's premium, all-cash takeover bid for Aimia of $3.66 per common share remains the best option for shareholders
• Shareholders should continue to visit www.cashpremiumforaimia.com for the latest updates

TORONTO, Dec. 14, 2023 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), today confirmed that, further to its previous disclosure, it intends to acquire additional common shares of Aimia (the "Common Shares") following Aimia's undertaking to the Ontario Securities Commission's Capital Markets Tribunal to repeal its Shareholder Rights Plan filed on December 7, 2023.

"By acquiring additional Common Shares in this way, we will bring ourselves closer to our goal of taking Aimia private in a transaction that will benefit all Aimia shareholders," said Mr. Turki Saleh A. AlRajhi, Chairman and Chief Executive Officer of Mithaq Canada Inc. (the "Offeror"), a wholly owned subsidiary of Mithaq. "The best way forward for Aimia and its long-suffering investors remains for shareholders to tender their shares to Mithaq's premium, all-cash takeover Offer of $3.66 per Common Share."

In light of Aimia's undertaking and in connection with the offer made by the Offeror to purchase for $3.66 per Common Share all of the issued and outstanding Common Shares not already owned by the Offeror and its affiliates (the "Offer"), Mithaq confirms that in advance of expiry of the Offer it intends to purchase up to 4,208,230 additional Common Shares, representing 5% of the outstanding Common Shares as of October 5, 2023, the date that the Offer was commenced.

Any purchases will be made in compliance with the requirements under Section 2.2(3) of National Instrument 62-104 – Take-Over Bids and Issuer Bids, with details of any such purchases being announced on the day they are completed. Assuming all 4,208,230 additional Common Shares are purchased and the number of issued and outstanding Common Shares remains the same as today, Mithaq's interest in Aimia would increase to 31.98%.

The Offeror commenced the premium, all-cash 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 filed thereto on November 28, 2023 (the "First 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 and the First 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.

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.

Mithaq is the largest shareholder of Aimia, holding 26,059,000 Common Shares representing approximately 27.53% 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.

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 Mithaq's intentions to make additional purchases of Common Shares. 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 Capital SPC