- 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.
The Offer remains
open for acceptance until 11:59 p.m. (Vancouver time) on
February
15, 2024, unless the Offer is further extended or
withdrawn.
|
Aimia Shareholders Urged to
Promptly Tender or Risk Losing Offer
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.
ABOUT THE OFFER
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.
HOW TO TENDER
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.
EARLY WARNING DISCLOSURE
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).
ABOUT THE OFFEROR
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.
ADVISORS
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.
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 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