Mithaq's All-Cash Takeover Bid for Aimia of $3.66 per Common Share Is the Best Option for Shareholders, Representing a Compelling Premium of Approximately 20% to Pre-Bid Trading Price on the TSX
Mithaq's regulatory application to cease trade Aimia's recent dilutive private placement is expected to be heard before year end
Shareholders Should Continue to Visit www.cashpremiumforaimia.com for Latest Updates
TORONTO, Oct. 23, 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" or "the Company"), today urged Aimia shareholders to disregard the self-serving decision by Aimia's board to reject Mithaq's compelling all-cash premium bid for the Company, which only serves to showcase the board's determination to protect its own jobs rather than do what is best for shareholders.
"The Aimia board's recent decision to sell discounted shares to a board-friendly group demonstrates extreme board entrenchment, a breach of directors' fiduciary duties, and contempt by the board and management for the Company's shareholders," said Mr. Turki Saleh AlRajhi, Chairman and CEO of the Offeror. "Shareholders need to ask why this preferential deal was only made available to a select group of nine investors. The board cannot credibly say that selling control and board seats at a significant discount of $3.10 per share is in the best interest of the Company, then only days later turn around and argue that $3.66 a share in cash for all shareholders is too low."
Mr. AlRajhi concluded: "Aimia's board and management are not entitled to make self-serving decisions at the expense of all shareholders' best interests and to unlimited use of shareholder resources in an effort to maintain themselves as directors. All fellow shareholders deserve better and are right to question the motives of Aimia's leadership. There's an obvious disconnect between the board's words and its actions."
The board's recommendation to shareholders is flawed for a number of reasons, including:
Selling shares at $3.10, with warrants exercisable at $3.70 and expiring in five years, gives a significant discount to preferred investors, especially when the value of the warrants is taken into account, and implies that the board does not expect the share price to increase meaningfully in the near future. This is inconsistent with a board that is truly seeking to maximize value;
The board argues that the $3.66 all-cash premium offer is opportunistic because Aimia's stock is trading near its lowest in the last three years but at the same time agreed to sell control to its board-friendly group of investors at a lower discounted price of $3.10 per share. The directors' circular reveals they were desperately prepared to sell for less than $3.10 in the days leading up to Mithaq's offer;
The dilutive private placement is clearly a defensive tactic. The search for board-friendly investors to dilute Mithaq's position only commenced after Mithaq's "no vote" campaign and its public disclosure that it was exploring board change and a potential takeover bid. Notably, financial advisors were retained and "robust negotiations" commenced after Mithaq increased its stake from 19.9% to 30.96%;
The board does not provide in its circular any detail to back up its contention that it is seeking and assessing value-enhancing opportunities;
Aimia's assertion that it will create value if shareholders don't accept the offer is at odds with its extended track record of value destruction;
The board's complaints about the conditionality of Mithaq's offer are insincere. The board has rebuffed Mithaq's attempts to constructively engage and negotiate a friendly transaction that would allow Mithaq to eliminate bid conditions. Instead, the board chose to enter into the dilutive private placement with a group opposed to Mithaq's offer to frustrate shareholder choice in an effort to prevent Mithaq from satisfying the mandatory minimum tender condition;
The board's decision to proceed with the dilutive and discounted private placement without first concluding its review of the premium all-cash offer and making a recommendation to shareholders suggests that the board is not really considering what is in the best interests of shareholders; and
The board has relied on an opinion from a financial advisor to support its recommendation but has failed to provide shareholders with the information they are entitled to see to make an informed decision. Contrary to disclosure requirements applicable to insider bids, (i) the financial advisor's opinion and directors' circular provide no detail regarding the methodology, information or financial analysis (including financial metrics) to enable shareholders to understand the basis for the opinion; and (ii) the directors' circular does not explain how the board or its special committee took into account the financial advisor's fee arrangements when considering the financial advisor's advice.
Mithaq has a history of owning high-quality businesses, supporting first-class management teams, and championing longstanding partnerships based primarily on trust. However, as Mithaq has stated long ago, Mithaq has lost its trust in Aimia's management and board.
Mithaq has filed an application with the OSC's Capital Markets Tribunal to seek, among other things, an order requiring the dilutive private placement to be cease traded. To avoid the OSC's Capital Markets Tribunal implementing a temporary cease trade order before a full hearing on the matter can occur, Aimia agreed to certain undertakings relating to closing of the private placement, including to effectively unwind the private placement if Mithaq's application is successful, and other protections requested by Mithaq have been ordered by the OSC's Capital Markets Tribunal. A full hearing on Mithaq's application is expected to occur before the end of the year and in advance of expiry of the Offer.
The Choice For Long-Suffering Shareholders Is Clear – Tender to the Premium Cash Offer Today
The cash consideration under the Offeror's takeover bid represents premiums of approximately:
20% based on the closing price of $3.05 per common share on the TSX on October 2, 2023 (the last trading day prior to the announcement of the intention to make the Offer); and
23% to the volume weighted average trading price of $2.98 per common share on the TSX over the 20 trading days ended October 2, 2023.
Given the dismal track record of the board and management, under whose watch the stock price has steadily declined, the premium cash offer provides certainty and the opportunity to redeploy capital.
Full details regarding the premium cash Offer, including a letter to shareholders and takeover bid circular, are available at www.cashpremiumforaimia.com as well as under Aimia's profile on SEDAR+ at www.sedarplus.ca.
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 firstname.lastname@example.org.
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.
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, assuming the private placement is unwound. 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 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 with respect to Mithaq's application to seek regulatory remedies in respect of, among other things, Aimia's private placement, as well as any unwinding of that private placement. 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.
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