An anonymous representative of Mithaq reports

MITHAQ ANNOUNCES INTENTION TO MAKE PREMIUM ALL-CASH TAKEOVER BID TO ACQUIRE OUTSTANDING COMMON SHARES OF AIMIA AT $3.66 PER COMMON SHARE

Mithaq Canada Inc., a wholly owned subsidiary of Mithaq Capital SPC, the largest shareholder of Aimia Inc., intends to commence an all-cash takeover bid to acquire all of the issued and outstanding common shares of Aimia not already owned by the offeror or its affiliates, together with the associated rights issued and outstanding under the shareholder rights plan of Aimia, at a price of $3.66 per common share. The cash consideration under the proposed offer represents premiums of approximately:

• 20 per cent based on the closing price of $3.05 per common share on the Toronto Stock Exchange on Oct. 2, 2023 (the last trading day prior to today's announcement of the proposed offer);
• 23 per cent to the volume-weighted average trading price of $2.98 per common share on the TSX over the 20 trading days ended Oct. 2, 2023.

In addition to the compelling premium, the proposed offer is attractive to Aimia shareholders for reasons that include:

• Liquidity, certainty of value and ability to redeploy capital: The proposed offer immediately crystallizes full and certain value to shareholders by providing 100-per-cent cash consideration for the common shares, giving depositing shareholders certainty of value and immediate liquidity while removing the financing, market and execution risks to shareholders. Further, the proposed offer provides depositing shareholders the ability to fully monetize and derisk their investment and, ultimately, redeploy their capital into the market.
• Fully financed cash offer: The proposed offer is not subject to a financing condition. The offeror will pay for the common shares subject to the proposed offer with funds made available to the offeror pursuant to committed financing facilities.
• Risks of status quo: There is considerable risk to shareholders if the Aimia board and management team continue to pursue their current strategy. The poor record of the current leadership team is reflected in Aimia's:
  • Disappointing performance, with the full-year share price performance falling short of management's expectations;
  • Misaligned investment strategy, including with respect to the pursuit of acquisitions of Tufropes and Bozetto (as well as other acquisitions Aimia has indicated it is considering), despite Aimia's previously announced intention to pursue acquisitions in cash-generative businesses in either the United States or Canada;
  • Misguided focus on private equity transactions, despite the encouragement from Mithaq to seek opportunities in the public markets;
  • Low equity ownership by the Aimia board, resulting in a misalignment with the interests of shareholders;
  • Ineffective executive compensation program, which lacks tangible and/or calculable performance-based key performance indicators.
• Potential for negative impact to common share price if offer not accepted: The proposed offer represents a premium to the market price of Aimia common shares on the last trading day prior to the date hereof. If the proposed offer is not successful, and no other offer is made for Aimia, the offeror believes it is likely the trading price of Aimia common shares will decline to preoffer levels.

It is evident that the Aimia board and management remain intent on proceeding with their misguided and misaligned business strategy even though it is clear that the results continue to disappoint and that a large proportion of Aimia's shareholders have lost confidence in that path.

Shareholders sent a clear message at the last annual meeting of shareholders on April 18, 2023, when no director of Aimia received more than 52.41 per cent of votes cast in favour of their re-election and the previous chair of the Aimia board was defeated with 58.31 per cent of the votes cast against him.

Mithaq owns or exercises control or direction over approximately 30.96 per cent of the issued and outstanding common shares and has become increasingly disillusioned and frustrated by the actions of the Aimia board and management team, which have become entrenched and continue to engage in self-serving behaviour that Mithaq does not view as being in the best interests of Aimia or its shareholders. Mithaq has sought to engage in productive discussions with the Aimia board and management team; however, requests for such engagement have in some cases been rejected and, when discussions have taken place, any feedback that Mithaq has provided has been largely ignored.

Mithaq has zero faith in the ability of the Aimia board and management to act in the best interests of Aimia or its shareholders, and believes the proposed offer is its only remaining option. Mithaq has sent a letter to the chair of the Aimia board and Aimia's chief executive officer confirming its intention to effect the commencement of the proposed offer. In addition, Mithaq has requested reasonable access to non-public information relating to Aimia's business and operations, as well as access to members of Aimia senior management, for purposes of completing its due diligence, and indicated that it would be open to discussing a friendly transaction with the Aimia board.

A formal offer and information circular with further details regarding the premium cash offer will follow in the coming days. The circular is expected to be filed with securities regulatory authorities, accessible under Aimia's profile on SEDAR+ in due course, and subsequently mailed to shareholders following receipt of the applicable securityholder lists from Aimia. For more information, shareholders can visit the Cash Premium for Aimia website, which will be updated as the tender process proceeds.

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+ containing additional information respecting the foregoing matters.

Mithaq has filed 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. In the amended report, Mithaq discloses, among other things, that it intends to effect the commencement of the proposed offer. In addition to its intention to effect the commencement of the proposed offer, Mithaq may explore from time to time a variety of alternatives it deems appropriate, 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 explore from time to time other alternatives in addition to its intention to effect the commencement of the proposed 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 Mithaq's early warning report filed on SEDAR+. 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 bylaws; (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 advisers 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 currently contemplated by Mithaq in addition to its intention to effect the commencement of the proposed 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, and 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 the SEDAR+ or contact Mithaq Capital SPC, Saudi Arabia, PO box 86611, Riyadh, 11632, attention: Turki Saleh AlRajhi (mithaq-capital@mithaqholding.com).

About Mithaq Canada Inc.

Mithaq is the largest shareholder of Aimia, holding 26,059,000 common shares, representing approximately 30.96 per cent 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.

Advisers

Torys LLP is acting as legal adviser, Carson Proxy Advisors is acting as information agent, and Longview Communications and Public Affairs is acting as communications adviser to the offeror and Mithaq in respect of the proposed offer.

We seek Safe Harbor.