- Aimia's disappointing state of affairs is largely due to a lack of ownership by the Board, which has overseen tepid performance and misaligned strategy;
- Lack of respect for shareholder democracy is also disappointing, as is the Board's unwillingness to constructively engage with shareholders and instead opt for entrenchment tactics and threats;
- Unfounded allegations against 19.9% shareholder are a transparent attempt to distract and mislead, increasing shareholder momentum against the re-election of Aimia's directors; and
- Largest shareholder urges fellow shareholders to vote against the re-election of the Board at the Meeting to enable positive change at Aimia.
TORONTO, April 10, 2023 /PRNewswire/ -- Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia") holding 19.9% of Aimia's common shares, today outlined further reasons why it intends to vote against Aimia's underperforming and entrenched board of directors (the "Board") at the upcoming annual meeting of shareholders to be held on April 18, 2023 (the "Meeting").
Mithaq is a strategic shareholder with a history of supporting first-class management teams and championing lifelong partnerships that are based primarily on trust. However, as Mithaq has stated previously, it is no longer content with Aimia's failing performance and has lost trust.
Since announcing its decision to vote against the Board on April 6, Mithaq has received numerous unsolicited expressions of support from other shareholders, who have stated their intention to Vote "AGAINST". It appears that Mithaq's frustration is shared widely. Given Aimia's flailing response, it seems that its directors are also aware of the increasing momentum against their re-election.
In addition, Mithaq addressed the unfounded allegations made by Aimia in response to Mithaq's announcement of its intention to exercise its fundamental rights as a shareholder and vote against the Board at the upcoming Meeting. Aimia's allegations are a blatant, public example of the Board's recent campaign to frustrate shareholder democracy and entrench itself.
Mithaq encourages fellow shareholders to 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. Doing so will help bring about the positive change that Aimia needs.
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.
Reasons to Vote "AGAINST" Aimia's Underperforming Directors
In addition to concerns previously raised with Aimia regarding capital allocation decisions and acquisitions, Mithaq believes that the Board as presently constituted is not suited to act in the best interests of Aimia and its stakeholders for the following reasons:
- Disappointing Performance: In his letter to shareholders in connection with the Meeting, Philip Mittleman, the CEO of Aimia and a member of the Board, admitted that full-year share price performance fell short of management's expectations and that the stock price continues to trade significantly below the value of Aimia's assets. Recent acquisitions have not been well-received by the market, including the recent acquisition of Tufropes Pvt Ltd. and India Nets, which caused Aimia's share price to fall 9.2% from $4.04 on January 30, 2023, the day prior to the announcement, to $3.67 on January 31, 2023.
After announcing the sale of PLM in June 2022, and despite receiving PLM proceeds of C$5.84 per share, Aimia's share price barely moved. Mithaq received several emails from fellow shareholders expressing concern and distrust of management. Mithaq conveyed the frustration of fellow shareholders to the Board and management by forwarding the emails to Philip Mittleman. The fact that Aimia's share price does not even reflect the cash it has on its balance sheet clearly shows the lack of trust by shareholders and the market.
- Misaligned Investment Strategy: After receiving the PLM proceeds, during the Q2 2022 earnings call, Philip Mittleman said that "Aimia intends to deploy most of the proceeds towards the acquisition of majority or significant minority stakes in cash-generative businesses operating in either the U.S. or Canada that will ideally utilize our sizable tax losses." However, instead of buying businesses in U.S. and Canada where most of its tax losses are, Aimia announced acquisitions in India and Italy where no tax losses appear to exist.
In August 2022, when releasing its Q2 2022 financial results, management said that "Aimia also intends to allocate up to $75.0 million of the net proceeds towards a combination of opportunistic share buybacks and/or a tax-efficient special dividends to common shareholders." Management neither issued a tax-efficient special dividend nor fully utilized C$75 million in share buybacks.
- Misguided Focus on Private Markets: In Aimia's press release it stated that "Mithaq have previously lobbied the Company to invest in public securities." Here are the facts: on a call with Aimia's management in the second half of 2022, Philip Mittleman asked Mithaq to share its best investment ideas in public markets, which Mithaq happily did. In the current market environment, Mithaq's view is that the dislocation between market price and intrinsic value in public markets is much higher than for arms-length transactions in private markets. Mithaq communicated to Aimia's management its view that, given the nature of negotiations in the private equity market (arms-length and fully negotiated price), there is hardly any value discovery.
Instead of thoughtfully taking these shareholder concerns into consideration, Aimia announced that it was putting significant liquidity into two more private equity transactions in India and Italy. Upon speaking with fellow shareholders of Aimia, Mithaq was surprised to learn it was not alone in pushing management to seek opportunities in the public markets.
- Low Share Ownership and Lack of Alignment with Shareholder Interests: According to last year's management information circular, Board members owned, collectively, a mere 2.73% equity stake. If the Board had sufficient ownership, it would have its interests aligned with all shareholders.
Excluding Philip Mittleman (1.7%) and Michael Lehmann (0.7%), the combined equity ownership of the Board is currently just 0.33%. Kristen M. Dickey, Linda S. Habgood and Jon Mattson do not currently meet Aimia's minimum share ownership requirement and do not own any shares.
- Lack of Communication, Unfair Compensation Structure and Expensive Investment Holding Company Set-up: After receiving only 67.5% approval in the most recent "Say on Pay" vote, Aimia's stated in its management information circular for the Meeting that it had consulted with 50 shareholders representing 60% of outstanding common shares regarding Aimia's executive compensation program. Despite being one of Aimia's largest shareholders, Mithaq was never consulted. On April 13, 2022, Mithaq reached out to Aimia's management highlighting its concerns regarding management compensation, particularly the lack of tangible and/or calculable performance-based key performance indicators (KPIs), which would bring more transparency to compensation decisions.
Aimia's current operating expense at the head office level is at an approximate C$15 million annual run rate, which is a grossly inappropriate set-up for an investment holding company of Aimia's size. In addition to this, by bringing Paladin into the recently announced acquisitions, Aimia shareholders will be paying a 2% annual management fee and a 20% performance fee.
On top of all of this, by deploying almost all PLM proceeds into the two recently announced private equity transactions and then introducing a short term incentive plan ("STIP") linked to the growth of net asset value ("NAV"), management has created a self-fulfilling annuity-type stream of STIP payments for themselves because Aimia will not have to revalue these assets on its balance sheet. A reasonably profitable private equity business would always result in a continuous increase in NAV and thus a guaranteed STIP payment for management year after year.
Aimia Board's Attempts to Entrench Itself and Frustrate Shareholder Democracy
Aimia's lack of respect for shareholder democracy is disappointing, as is the Board's unwillingness to constructively engage with shareholders and instead opt for entrenching tactics and threats.
In Aimia's press release, Philip Mittleman stated that it is unfortunate that Mithaq is pursuing a change in Aimia's strategy in this manner. This is telling, as it is clear that Philip Mittleman does not appreciate that voting at a company's annual meeting is a fundamental right of shareholders. The Board is accountable to Aimia shareholders and, if shareholders do not have confidence in the Board's strategy and performance, they have every right to vote against its re-election. This is the reason that annual meetings are held.
Mithaq's decision to vote against the Board was made only after Mithaq's concerns were raised with the Board and its response was, unfortunately, to threaten legal and regulatory action.
Aimia's Unfounded Allegations
While Mithaq considers Aimia's allegations to be a transparent attempt at distraction in advance of the Meeting, fellow shareholders should be aware that:
- All shareholders, including Mithaq, are entitled to communicate with other Aimia shareholders regarding their investment in Aimia and concerns they may have with management and the Board. Mithaq's communications do not rise to the level of joint actorship as wrongfully alleged by Aimia in recent correspondence with Mithaq and the related complaint that Mithaq understands Aimia has made to the securities regulatory authorities. Shareholders are also entitled to hire advisors and avail themselves of the proxy solicitation exemptions available under corporate and securities laws. Aimia's tactics and threats are nothing more than an attempt to intimidate, divide and silence its shareholders and Mithaq is considering all legal options available to it to protect its rights;
- There has been no misuse of confidential information by Mithaq. Any information provided to Mithaq by the Company or its employees (past or present) was neither material nor relevant to Mithaq's investment decisions. Rather, Mithaq has encouraged the Company to make more information available to all shareholders. Mithaq is very concerned that the Board and management are continuing to waste company resources investigating this matter any further rather than focusing on operating Aimia's business and improving its performance; and
- In its press release, Aimia conflates Mithaq and Aimia's former director and senior officer of an affiliate with respect to the recommendation of an investment that subsequently filed for bankruptcy. Mithaq made no such recommendation.
Additional Information
The information in this press release may constitute a solicitation of a proxy, as permitted pursuant to the public broadcast exemption under applicable corporate and securities laws. Accordingly, Mithaq is providing the disclosure required under the CBCA and section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by Mithaq in advance of the Meeting is, or will be, as applicable, made by Mithaq, and not by or on behalf of the management of Aimia. Any costs incurred for any solicitation will be borne by Mithaq, provided that, subject to applicable law, Mithaq may seek reimbursement from Aimia of Mithaq's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
Mithaq is not soliciting proxies in connection with the Meeting at this time. Proxies may be solicited by Mithaq pursuant to an information circular sent to Aimia shareholders after which solicitations may be made by or on behalf of Mithaq by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Mithaq who will not be specifically remunerated therefor. Mithaq may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable law. Mithaq may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Mithaq.
Mithaq has entered into an agreement with Carson Proxy pursuant to which Carson Proxy will provide certain advisory and related services including proxy solicitation. The anticipated cost of any solicitation is estimated to be up to $175,000 plus disbursements and success fee (if applicable).
If Mithaq commences a formal solicitation of proxies in connection with the Meeting, proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted by applicable law. None of Mithaq or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Aimia's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Aimia or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting other than the election of directors or the appointment of auditors.
Aimia's head office address is 176 Yonge Street, 6th Floor, Toronto, Ontario, M5C 2L7. A copy of this press release may be obtained on Aimia's SEDAR profile at www.sedar.com.
