21:23:12 EDT Mon 20 May 2024
Enter Symbol
or Name
USA
CA



Aimia Inc
Symbol AIM
Shares Issued 94,639,614
Close 2023-12-04 C$ 3.00
Market Cap C$ 283,918,842
Recent Sedar Documents

Aimia acknowledges Mithaq NOV, urges rejection of offer

2023-12-04 09:09 ET - News Release

Mr. Albert Matousek reports

AIMIA'S BOARD OF DIRECTORS CONTINUES TO RECOMMEND SHAREHOLDERS REJECT THE HOSTILE OFFER FROM MITHAQ CANADA INC.

Aimia Inc. acknowledges receipt of a notice of variation (NOV) filed by Mithaq Canada Inc., a wholly owned subsidiary of Mithaq Capital SPC, to amend its offer to acquire all of the issued and outstanding common shares of Aimia (the hostile offer). After reviewing the NOV and press release filed by Mithaq on Nov. 28, 2023, the board of directors of Aimia, following receipt of the recommendation of a committee of independent directors (the special committee), continues to recommend that Aimia shareholders reject the hostile offer.

Mithaq's NOV removes one of its 20 bid conditions and slightly varies another. The hostile offer remains subject to 19 conditions, some of which are not subject to any materiality thresholds or objective criteria.

More importantly, Mithaq has not changed the price or any of the other terms of the hostile offer. The special committee and board previously determined, and continue to believe, that the hostile offer undervalues Aimia and is not compelling for a number of reasons, including:

  • The small, below-average premium offered to shareholders relative to Aimia's trading price at the time the hostile offer was announced, which is particularly unappealing given it was made during a period in which Aimia was trading near its lowest price in the last three years and the Canadian S&P/TSX Composite Index was trading at its lowest year-to-date levels;
  • The hostile offer price is significantly below equity research target prices for Aimia and fails to account for the company's promising growth opportunities; and
  • The written opinion of the financial adviser to the special committee and the board that, as of the date of the opinion and based upon and subject to the assumptions, limitations and qualifications contained therein, the consideration offered to shareholders (other than Mithaq and its affiliates) under the hostile offer is inadequate, from a financial point of view, to such shareholders.

Furthermore, contrary to Mithaq's assertions, the company has made multiple attempts to engage with Mithaq, including through counsel, investors, bankers, third parties, and directly through management and the board. It is Mithaq that refuses to engage in constructive dialogue.

Aimia has a refreshed board with the recent appointment of two highly qualified independent directors: Thomas Finke, the new chairman of the board, and Yannis Skoufalos. Aimia is focused on executing its strategic plan, which it believes will create significant shareholder value.

To reject the hostile offer, shareholders do not need to take any action.

The directors' circular of the company, filed Oct. 20, 2023, details a comprehensive list of reasons for the recommendation to reject the hostile offer, which are still relevant despite the NOV filed by Mithaq. A copy of the circular is available at the company's website and has been filed on SEDAR+.

For questions about the hostile offer or to find out how to withdraw tendered shares, shareholders are encouraged to call Aimia's strategic shareholder adviser, Kingsdale Advisors, at 1-800-495-6389, or to e-mail Kingsdale at contactus@kingsdaleadvisors.com.

About Aimia Inc.

Aimia is a holding company that makes long-term investments in private and public businesses through controlling or minority stakes. It targets companies with durable economic advantages evidenced by a record of substantial free cash flow generation over complete business cycles and 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, the company 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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