THE HIGHLY CONDITIONAL OFFER
UNDERVALUES THE COMPANY, IS HIGHLY OPPORTUNISTIC AND IS NOT IN THE
BEST INTERESTS OF SHAREHOLDERS
TORONTO, Dec. 4, 2023
/CNW/ - Aimia Inc. (TSX: AIM) ("Aimia" or the
"Company") acknowledges receipt of a Notice of Variation
("NOV") filed by Mithaq Canada Inc., a wholly-owned
subsidiary of Mithaq Capital SPC ("Mithaq"), to amend its
offer to acquire all of the issued and outstanding common shares of
Aimia (the "Hostile Offer"). After reviewing the NOV and
press release filed by Mithaq on November
28, 2023, the board of directors of Aimia (the
"Board"), following receipt of the recommendation of a
committee of independent directors (the "Special
Committee"), continues to recommend that Aimia shareholders
REJECT the Hostile Offer.
Mithaq's NOV removes one of its 20 bid conditions and slightly
varies another. The Hostile Offer remains subject to 19 conditions,
some of which are not subject to any materiality thresholds or
objective criteria.
More importantly, Mithaq has not changed the price or any of the
other terms of the Hostile Offer. The Special Committee and Board
previously determined, and continue to believe, that the Hostile
Offer undervalues Aimia and is not compelling for a number of
reasons, including:
- the small, below-average premium offered to shareholders
relative to Aimia's trading price at the time the Hostile Offer was
announced, which is particularly unappealing given it was made
during a period in which Aimia was trading near its lowest price in
the last three years and the Canadian S&P/TSX Composite Index
was trading at its lowest year-to-date levels;
- the Hostile Offer price is significantly below equity research
target prices for Aimia and fails to account for the Company's
promising growth opportunities; and
- the written opinion of the financial advisor to the Special
Committee and the Board that, as of the date of the opinion and
based upon and subject to the assumptions, limitations and
qualifications contained therein, the consideration offered to
shareholders (other than Mithaq and its affiliates) under the
Hostile Offer is inadequate, from a financial point of view, to
such shareholders.
Furthermore, contrary to Mithaq's assertions, the Company has
made multiple attempts to engage with Mithaq, including through
counsel, investors, bankers, third parties and directly through
management and the Board. It is Mithaq that refuses to engage in
constructive dialogue.
Aimia has a refreshed Board with the recent appointment of two
highly qualified independent directors: Thomas Finke, the new Chairman of the Board, and
Yannis Skoufalos. Aimia is focused
on executing its strategic plan, which it believes will create
significant shareholder value.
To reject the Hostile Offer, shareholders DO NOT need to take
any action.
The directors' circular of the Company filed October 20, 2023 (the "Circular") details
a comprehensive list of reasons for the recommendation to reject
the Hostile Offer, which are still relevant despite the NOV filed
by Mithaq. A copy of the Circular is available at
www.aimia.com/mithaqoffer and has been filed on SEDAR+ at
www.sedarplus.ca.
For questions about the Hostile Offer or to find out how to
withdraw tendered shares, shareholders are encouraged to call
Aimia's strategic shareholder advisor, Kingsdale Advisors, at
1-800-495-6389, or to email them at
contactus@kingsdaleadvisors.com.
About Aimia
Aimia Inc. (TSX: AIM) is a holding company that makes long-term
investments in private and public businesses through controlling or
minority stakes. Aimia targets companies with durable economic
advantages evidenced by a track record of substantial free cash
flow generation over complete business cycles, strong growth
prospects, and guided by strong, experienced management teams.
Headquartered in Toronto, Canada,
Aimia is positioned to invest in any sector, wherever a suitable
opportunity can be identified worldwide. In addition, we seek
investments that may efficiently utilize the Company's operating
and capital loss carry-forwards to further enhance shareholder
value.
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 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 in this press release include, but
are not limited to, future upside resulting from the Company
executing on its strategy. 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.