CPE News (5.25.2023) – Mithaq Capital SPC has disclosed that it has acquired 9,234,500 common shares of Aimia Inc. (TSX: AIM) for an aggregate purchase price of $37,399,725, or $4.05 per share.
Aimia stock closed at $3.67 on May 24, 2023 and traded at $3.67 as at May 25, 4:10:05 PM.
Mihtaq dislcosed that the common shares were acquired by way of private agreements with five or fewer third parties at a price per share not exceeding 115% of the market price and in compliance with the “private agreement exemption” under section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
With the share acquisition, Mithaq increased its ownership of, or exercised control or direction over, from 16,824,500 shares (19.99% of the issued and outstanding shares) to 26,059,000 shares, representing approximately 30.96% of the issued and outstanding shares.
On April 6, 2023, Mithaq, an affiliate of Mithaq Holding Company, a family office based in Saudi Arabia, announced that will vote against the re-election of the board of directors of Aimia at the upcoming annual meeting of shareholders (AGM) to be held on April 18, 2023.
Mithaq is disappointed with recent events and has lost confidence in the Board and management. Mithaq believes that it would be in the best interests of Aimia to reconstitute the board and will vote against the re-election of David Rosenkrantz (Chair), Philip Mittleman, Michael Lehmann, Karen Basian, Kristen M. Dickey, Linda S. Habgood, Jon Mattson and Jordan G. Teramo to the Board at the Meeting.
On April 19, 2023, Mithaq called on Aimia to promptly release and disclose full voting results from the AGM.
Aimia released the voting results in the afternoon with 7 elected director all receiving around 52% of voting support.
Following the release of the results, Mithaq said it “is exploring all options to ensure that the wishes of all shareholders have been respected and that the recently enacted majority voting rules in the Canada Business Corporations Act have not been undermined by decisions of the non-independent chair of the Meeting and a board that has demonstrated an unfortunate tendency to avoid transparency and entrench itself at all costs.”
With the addition of the newly acquired shares, Mithaq Capital could attempt again to call a special meeting to replace Aimia board.
photo credit: Aimia
MITHAQ ACQUIRES ADDITIONAL COMMON SHARES OF AIMIA
Toronto, Ontario – May 25, 2023 – Mithaq Capital SPC (“Mithaq”) announced today that it has acquired 9,234,500 common shares (“Common Shares”) of Aimia Inc. (“Aimia”) for an aggregate purchase price of $37,399,725, or $4.05 per share, pursuant to private agreements with certain third parties.
Immediately prior to this acquisition, Mithaq had ownership of, or exercised control or direction over, 16,824,500 Common Shares, representing approximately 19.99% of the issued and outstanding Common Shares. Following completion of this acquisition, Mithaq has ownership of, or exercises control or direction over, 26,059,000 Common Shares, representing approximately 30.96% of the issued and outstanding Common Shares.
The Common Shares were acquired by way of private agreements with five or fewer third parties at a price per share not exceeding 115% of the market price of the Common Shares and in compliance with the “private agreement exemption” under section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
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.sedar.com) containing additional information respecting the foregoing matters. Aimia’s head office address is 176 Yonge Street, 6th Floor, Toronto, Ontario M5C 2L7.
Mithaq holds the Common Shares for investment purposes. Mithaq will continue to review the performance and prospects for this investment and investment alternatives. As part of the ongoing review of its investment in Aimia, Mithaq may explore from time to time a variety of alternatives it deems appropriate, including (i) increasing or decreasing its position in Aimia through, among other things, the acquisition or disposition of securities of Aimia through the open market or in privately negotiated transactions or otherwise, (ii) entering into transactions that increase or hedge its economic exposure to such securities without affecting its beneficial ownership of such securities and/or (iii) continuing to hold its current position.
Mithaq may explore from time to time other alternatives with respect to its investment in Aimia, 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 Mithaq’s Early Warning Report filed on SEDAR. For greater certainty, Mithaq may: (a) engage with management and/or the Board 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 or (iii) effect the removal of any member of the Board or otherwise alter the composition of the Board (including by voting against the directors or through any “no vote” or similar campaign or proposing nominees); (j) submit, or induce any person to submit, any shareholder proposal; (k) enter into any agreement with Aimia (including any settlement or resolution agreement); (l) retain any advisors in furtherance of any of the foregoing; (m) make any request for securityholder list materials or other books and records of Amia 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; (n) 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 (o) 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 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 the actions referred to above. For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedar.com or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi (tel. +966 11 222 22 10).
Mithaq is an 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. Mithaq is a segregated portfolio company existing under the laws of the Cayman Islands.
For further information:
Mithaq Capital SPC
+966 11 222 22 10
Saudi Arabia, P.O. Box 86611, Riyadh 11632