AIM Aimia Inc

• Mithaq's premium, all-cash takeover bid for Aimia of $3.66 per common share remains the best option for shareholders, as Aimia's common shares continue to trade well below the offer price
• Mithaq demonstrates commitment to its Offer by extending the time for acceptance; the Notice of Extension in respect of the Offer provides updates to shareholders regarding recent developments relating to Aimia and the Offer
• Shareholders should continue to visit www.cashpremiumforaimia.com for the latest updates

TORONTO, Jan. 18, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), today announced that it has extended the expiry time of the premium all-cash offer by its wholly-owned subsidiary, Mithaq Canada Inc. (the "Offeror"), to acquire all of the issued and outstanding common shares of Aimia (the "Common Shares") not already owned by the Offeror or its affiliates (the "Offer").

Following the recently announced departures of Phil Mittleman and Michael Lehmann from Aimia, the Offeror believes there is an opportunity for improved engagement with the Aimia Board. Accordingly, the Offeror has extended the Expiry Time in order to provide the Aimia Board additional time to consider the Offer and to engage with Mithaq and the Offeror in a productive manner.

The Offeror believes that the reasons for the commencement of the takeover bid remain compelling and that the premium cash value provided by the takeover bid remains attractive.

The $3.66 per share cash Offer is now open for acceptance until 11:59 p.m. (Vancouver time) on February 15, 2024. The Offer continues to represent certain value for investors at a significant premium to the current trading price.

The Offeror has filed a notice of extension (the "Notice of Extension") in respect of the extension of the deposit period under the bid. The Notice of Extension also provides shareholders information in respect of recent developments relating to the Offer occurring after the date of the Offeror's Notice of Variation dated November 28, 2023 (the "Notice of Variation").

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

Time is of the essence for shareholders who want to benefit from the cash Offer. It is a non-waivable condition of the Offer that there be validly deposited under the Offer more than 50% of the outstanding Common Shares, excluding Common Shares owned by the Offeror and its affiliates.

If this legally required minimum tender condition is not satisfied by the extended expiry time of 11:59 p.m. (Vancouver time) on February 15, 2024, no Common Shares will be acquired by the Offeror and Aimia shareholders will not be able to participate in the Offer. Accordingly, Aimia shareholders are urged to promptly tender their shares under the Offer prior to the expiry time.

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, the Notice of Variation and the Notice of Extension 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 and copies of the Mithaq Circular, the Notice of Variation, the Notice of Extension 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.

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 Extension, and provides additional information in respect of recent developments relating to the Offer occurring after the date of the Notice of Variation. 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 to 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).

The Offeror is a wholly-owned subsidiary of Mithaq, 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.

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.

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 Extension, including the mailing of the Notice of Extension and the expiry time of the Offer. 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