03:52:27 EDT Tue 21 May 2024
Enter Symbol
or Name
USA
CA



Aimia Inc
Symbol AIM
Shares Issued 84,164,614
Close 2023-10-10 C$ 3.43
Market Cap C$ 288,684,626
Recent Sedar Documents

Aimia says Mithaq bid subject to "unprecedented" terms

2023-10-10 11:31 ET - News Release

Mr. Albert Matousek reports

AIMIA PROVIDES EARLY UPDATE ON REVIEW OF MITHAQ'S UNSOLICITED TAKEOVER BID

The special committee of Aimia Inc., with the help of its independent legal and financial advisers, is continuing its review of an unsolicited takeover bid by an affiliate of Mithaq Capital SPC for all of the issued and outstanding common shares of the company. It is also evaluating other options to enhance shareholder value, including alternatives that the company was actively pursuing prior to Mithaq announcing its intention to make the offer.

While the special committee is not yet in a position to make any recommendations regarding the offer, it wishes to advise shareholders that the offer is subject to unprecedented terms that create significant uncertainty with respect to whether the offer will be completed. The offer includes 19 different conditions that must be satisfied, in many cases as determined by Mithaq, "in its sole judgment" or "in its sole discretion," before it would be required to purchase any shares that are tendered to the offer. These include two conditions that the special committee believes are unprecedented, specifically that (i) all litigation between the company and Mithaq be resolved "on terms satisfactory" to Mithaq in "its sole discretion" and (ii) Mithaq be given access to confidential information and to the company's management team, and then be satisfied with its review of such disclosed information.

Aimia is suing Mithaq for various breaches of the Securities Act (Ontario), including that Mithaq engaged in undisclosed joint actor conduct and breached mandatory takeover bid requirements earlier this year, and currently has no intention of settling such claims. The trial is scheduled to begin on Jan. 8, 2024, and the offer expires on Jan. 18, 2024.

The special committee also notes that the offer is not being made for the preferred shares of the company, which will remain outstanding even if the offer is completed and the tendered common shares are taken up by Mithaq.

Aimia's board of directors, based on the special committee's recommendation, will provide shareholders with its recommendation in respect of the offer in accordance with securities law. Shareholders are advised to take no action at this time.

Shareholders with questions are encouraged to call Aimia's strategic shareholder adviser, Kingsdale Advisors, at 1-800-495-6389 or contactus@kingsdaleadvisors.com.

Advisers

Kingsdale Advisors is acting as strategic shareholder adviser and communications adviser to Aimia. Norton Rose Fulbright Canada LLP is acting as legal counsel to Aimia. Goodmans LLP is acting as legal counsel and Canaccord Corp. is acting as financial adviser to the special committee.

About Aimia Inc.

Aimia 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 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, it seeks investments that may efficiently utilize the company's operating and capital loss carry-forwards to further enhance stakeholder value.

We seek Safe Harbor.

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