TORONTO, April 6,
2023 /CNW/ - Mithaq Capital
SPC ("Mithaq"), the largest shareholder of Aimia Inc.
(TSX: AIM) ("Aimia"), today announced that it will vote
against the re-election of the board of directors (the
"Board") of Aimia at the upcoming annual meeting of
shareholders to be held on April 18,
2023 (the "Meeting"). Mithaq beneficially owns
16,824,500 common shares of Aimia ("Common Shares"),
representing approximately 19.9% of the issued and outstanding
Common Shares.
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.
The reasons underlying Mithaq's decision to vote against the
re-election of the Board include concerns previously raised with
Aimia regarding capital allocation decisions relating to
acquisitions.
Pursuant to recent amendments to the Canada Business
Corporations Act ("CBCA"), directors of CBCA
corporations such as Aimia must be elected by a majority of the
votes cast for and against them. Accordingly, if a director
receives more votes against their election than for their election,
they will not be elected to the Board at the Meeting. In the event
that fewer than three directors are elected at the Meeting, Aimia
will be required to call a special meeting without delay for the
election of directors.
This press release constitutes a public announcement by Mithaq
of how it intends to vote and the reasons for its decision. It does
not and is not meant to constitute a solicitation of a proxy within
the meaning of applicable corporate and securities laws.
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. Mithaq
may also engage with management and/or the board of Aimia from time
to time concerning the foregoing and its business, management,
operations, capitalization, financial condition, governance,
strategy and future plans.
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).
About Mithaq
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.
SOURCE Mithaq Capital SPC