TORONTO, Nov. 26,
2024 /CNW/ - Aimia Inc. (TSX: AIM)
("Aimia" or the "Company") today announced the
launch, as of the date hereof, of its previously announced
substantial issuer bid pursuant to which Aimia offers to purchase
for cancellation (the "Offers") up to 100% of its Cumulative
Rate Reset Preferred Shares, Series 1 (the "Series 1
Shares"), Cumulative Rate Reset Preferred Shares, Series 3 (the
"Series 3 Shares") and Cumulative Floating Rate Preferred
Shares, Series 4 (the "Series 4 Shares" and collectively
with the Series 1 Shares and the Series 3 Shares, the "Preferred
Shares") in consideration for 9.75% senior unsecured notes
(the "2030 Notes"). All amounts are denominated in
Canadia dollars.
The Offers are based on the following exchange
considerations:
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i.
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Series 1 Shares: $17.00
per Series 1 Share;
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ii.
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Series 3 Shares: $17.50
per Series 3 Share; and
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iii.
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Series 4 Shares:
$18.4375 per Series 4 Share.
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The purchase price per Preferred share (the "Purchase
Price") will be paid per Series on the basis of:
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(i)
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the issuance of $100
principal amount of 2030 Notes for each $97 aggregate amount of
Exchange Consideration, and
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(ii)
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where a Preferred
Shareholder's entitlement to 2030 Notes would result in the
Preferred Shareholder receiving an amount of 2030 Notes that is not
an integer multiple of $100, such Preferred Shareholder will
receive such Preferred Shareholder's entitlement to the remaining
amount satisfied through a cash payment equal to 100% of the
remaining amount of 2030 Notes to which they would otherwise be
entitled (the "Cash Balance"), upon the terms and
subject to the conditions set forth in the offers to purchase (the
"Offers to Purchase"), the issuer bid circular
(the "Circular" and, together with the Offers to
Purchase, the "Offers and Circular"), and in the
accompanying letter of transmittal (the "Letter of
Transmittal") and notice of guaranteed delivery (the "Notice
of Guaranteed Delivery" and, collectively with the Offers and
Circular and the Letter of Transmittal, the "Offer
Documents") to be sent to shareholders and filed with the
applicable Canadian securities regulatory authorities and made
available on SEDAR+ at www.sedarplus.ca.
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The Offers commence today and expire on January 10, 2024 at 5 pm
(Eastern Time) (the "Expiry Time"), unless withdrawn,
extended or varied by the Company. Assuming that (i) the Offers are
not withdrawn by the Company, (ii) the Expiry Time is not
extended or varied by the Company, and (iii) all the conditions to
the Offers are complied with (or waived), it is expected that the
Preferred Shares tendered under the Offers will be taken-up and
paid for by Aimia on or about January 14,
2025 (the "Closing Date").
The Substantial Issuer Bid marks the first initiative introduced
as a result of Aimia's strategic review process designed to unlock
the Company's value. The Offers provide Preferred Shareholders with
an opportunity to realize all or a portion of their investment in
the Corporation based on (i) the limited liquidity and perpetual
nature of the Preferred Shares, (ii) the higher annual yield the
2030 Notes will provide relative to the current dividend
(annualized) of each Series of Preferred Shares, (iii) the fixed
maturity date of the 2030 Notes, and (iv) the accelerated liquidity
available to holders of 2030 Notes in certain events. The Strategic
Review Committee and the Board of Directors believe that the
exchange of Preferred Shares for the 2030 Notes under the Offers
for the Purchase Price represents an effective recapitalization of
the Corporation and is in the best interests of the Corporation and
its security holders.
Assuming that all holders of Preferred Shares tender to the
Offers and subject to the assumptions detailed in the Offer
Documents, the Offers will result in (i) approximately
$8 million in estimated annual cash
savings when comparing the annual preferred dividends and
Part VI.1 tax to the annual cash coupon interest payments, and
(ii) approximately $65 million gain on the transaction, based
on the exchange value of the 2030 Notes and the carrying value of
the Preferred Shares exchanged net of transaction fees. Aimia
considers this transaction as accretive to holders of common shares
as (i) it reduces cash outflows on an annual basis, (ii) it
increases the net asset value for holders of common shares and
(iii) provides a payment in kind option on the interest related to
2030 Notes.
The 2030 Notes will bear interest at an annual rate of 9.75%
payable semi-annually in arrears on June
30 and December 31 in each
year (or following Business Day) commencing on June 30, 2025. The 2030 Notes will mature on or
about January 14, 2030, which
represents five years after the anticipated Closing Date.
The 2030 Notes will not be listed on a securities exchange or
quotation system and consequentially, there will be no market
through which the 2030 Notes may be sold and depositing Preferred
Shareholders may not be able to resell the 2030 Notes acquired
under the Offers.
Aimia and The Alternative Investment Management Team of
Phillips, Hager & North Investment Management, a division of
RBC Global Asset Management Inc. ("PH&N") entered into a
support agreement dated November 10,
2024 (the "Support Agreement"), pursuant to which
PH&N has agreed to support the Offers and deposit the 7.2
million Preferred Shares it beneficially owns or controls pursuant
to the Offers.
TD Securities Inc. is acting as financial advisor to Aimia with
respect to the Offers.
This news release is for informational purposes only and does
not constitute an offer to buy or the solicitation of offers to
sell Preferred Shares. The formal offers to purchase the Preferred
Shares in consideration for 2030 Notes are detailed in
the Offer Documents.
The Offer Documents, which contain the terms and conditions of
the Offers and instructions for tendering Preferred Shares, have
been sent to registered shareholders and filed with the applicable
Canadian securities regulatory authorities and made available on
SEDAR+ at www.sedarplus.ca.
In light of the Canada Post workers' strike and the resulting
disruption of mail services, the Company has been unable to mail
the Offer Documents to beneficial (non-registered) holders.
However, upon resumption of normal mail service, the Company
intends to arrange for the mailing of the Offer Documents to the
beneficial holders to be completed.
Beneficial owners can retrieve the Offer Documents on
www.sedarplus.ca or the Company's website at
www.aimia.com. Copies of the Offer Documents can
also be obtained on request without charge from the Corporate
Secretary of Aimia at its registered and head office at 1
University Avenue, 3rd Floor, Toronto,
Ontario, Canada, M5J 2P1.
Beneficial holders who wish to deposit Preferred Shares under
the Offers should immediately contact their investment dealer,
stock broker, commercial bank, trust company or other nominee in
order to take the necessary steps to be able to deposit their
Preferred Shares under the Offers.
The Offers are not to be made to, nor will tenders be accepted
from or on behalf of, holders of Preferred Shares in any
jurisdiction in which the making or acceptance of offers to
purchase Preferred Shares for 2030 Notes would not be in compliance
with the laws of that jurisdiction. None of Aimia, its Board of
Directors or TD Securities Inc. makes any recommendation to
shareholders as to whether to tender or refrain from tendering any
or all of their Preferred Shares to the Offers. Shareholders are
urged to read the Offer Documents, when available, carefully and in
their entirety, and to consult their own financial, tax and legal
advisors and to make their own decisions with respect to
participation in the Offers.
About Aimia
Aimia Inc. (TSX: AIM) is a diversified company focused on
unlocking the growth potential of its two global businesses,
Bozzetto, a sustainable specialty chemicals company, and Cortland
International, a rope and netting solutions company. Headquartered
in Toronto, Aimia's priorities
include monetizing its non-core investments, enhancing the value of
our core holdings, and returning capital to its shareholders. For
more information about Aimia, visit www.aimia.com.
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 Aimia's current expectations, estimates, projections,
assumptions and beliefs. All information that is not clearly
historical in nature may constitute forward-looking
statements. Forward-looking statements in this release
include, without limitation, statements regarding the Company's
intentions and expectations with respect to the Offers, the
expected Expiry Time and Closing Date of the Offers and the effects
and benefits of the Offers.Forward-looking statements are typically
identified by the use of terms 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, 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. 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 the Company can be found in Aimia's current
Management's 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. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and Aimia disclaims any intention and
assumes 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.