NEW YORK, July 16, 2019 /CNW/ -- In response to
investor inquiries, Mittleman Brothers LLC ("Mittleman" or
"we" or "our"), a value-oriented investment firm
which through subsidiaries and with affiliates is the largest
shareholder of Aimia Inc. (TSX: AIM) ("Aimia" or the
"Company") owning or exercising control over approximately
23.3% of its outstanding shares, today commented on the recent
appointment of two new Directors to Aimia's board (the
"Board").
Aimia's appointment of these two new Directors was announced on
July 15, 2019 and came only 17 days
after the Company's annual general meeting on June 28, 2019 (the "AGM"). These two
new Directors were not presented to or elected by shareholders at
the AGM. Nor were their appointments discussed or canvassed
in any way with Mittleman, Aimia's largest shareholder.
Mittleman's nominee to the Board – Phil
Mittleman – was only given notice of the proposed
appointments on Sunday, mere hours before the Board meeting early
Monday morning at which these two nominees were appointed.
The nominees' appointment was not made with the unanimous consent
of the Board and Mr. Phil Mittleman
formally dissented from the vote.
We note that increasing the Board size by 33.3% from six to
eight reverses Aimia's previously stated goal of reducing the Board
size to six to cut costs in acknowledgement of Aimia's reduced
size, scope, and cash flow post-Aeroplan. How are
shareholders to reconcile these appointments with this excerpt from
Aimia's May 29, 2019 press
release:
"Consistent with its commitment to
right-size and realign the Board of Directors with the company's
strategic direction, the Board is expected to be comprised of six
directors following the Meeting, compared to nine directors a year
ago and the twelve directors presented in the 2017 management
information circular."
The Canadian Coalition for Good Governance ("CCGG"), an
organization which represents over 50 institutional shareholders
that collectively own or manage nearly C$4
trillion of assets and which has a mandate to promote good
corporate governance at Canadian public companies, encourages both
independent directors and shareholders to communicate with each
other on board composition on a regular basis. It is CCGG's view
that on-going open-minded dialogue between boards and shareholders
on director selection will lead to better boards: more independent
and less vulnerable to capture by management, more diverse and more
representative of a larger array of perspectives, including
shareholders. It also will assist with board refreshment.
Mittleman regrets that Aimia's current Board has not embraced
CCGG's laudable approach to board composition.
Mittleman believes that public companies, such as Aimia, should
respect basic principles of shareholder democracy and that
directors should be elected by shareholders – and not furtively
appointed after the fact. Given its recent actions, Aimia's
Board – including its two new appointees – should not assume
support from Mittleman.
About Mittleman Brothers LLC:
Mittleman Brothers LLC is a holding company which wholly owns
Mittleman Investment Management LLC ("MIM"), an
SEC-registered investment adviser that provides discretionary
portfolio management to institutional investors and high-net-worth
individuals. MIM pursues superior returns through long-term
investments in what it deems to be extremely undervalued
securities, while maintaining its focus on limiting risk.
Mittleman Brothers was ranked #1 out of 404 composites/funds in
the Broadridge/Lipper International Equity category for the 10
years ended 03/31/2019 (the most
recent report available):
https://marketplace.broadridge.com/Marketplace/WBMM/Search/1/20/40
As of the date hereof, MIM exercised control or direction over
27,347,266 common shares of Aimia Inc. ("Common
Shares") on behalf of accounts over which MIM exercises control
or direction through its discretionary investment authority (the
"Accounts"). This represents approximately 23.3 % of the
issued and outstanding Common Shares disclosed by Aimia.
Included in the security holdings of the Accounts are 12,500 Common
Shares beneficially owned by Mittleman Brothers LLC ("MB"),
an affiliate and joint actor of MIM.
In addition, 359,847 Common Shares are beneficially owned by
MIM's officers and employees.
About Aimia:
Aimia Inc. (TSX: AIM) is a loyalty and travel consolidator
focused on growing earnings through its existing investments and
the targeted deployment of capital in loyalty solutions and other
sub-sectors of the loyalty and travel markets.
Aimia's investments in travel loyalty include the Club Premier
program in Mexico, which it
jointly controls with Aeroméxico through its investment in PLM, and
an investment alongside Air Asia in travel technology company
BIGLIFE, the operator of BIG Loyalty.
Aimia also operates a loyalty solutions business, which is a
provider of next-generation loyalty solutions for many brands in
the retail, CPG, travel & hospitality, and financial services
verticals.
For more information about Aimia, visit www.aimia.com.
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SOURCE Mittleman Brothers, LLC