- 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.
ABOUT MITHAQ
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.
ADVISORS
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.
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, 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.