TORONTO, April 6, 2023 /PRNewswire/ -- 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.
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).
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.
Mithaq Capital SPC, +966 11 222 22 10, mithaq-capital@mithaqholding.com, Saudi Arabia, P.O. Box 86611, Riyadh 11632
