TORONTO, Oct. 31,
2024 /CNW/ - Mithaq Capital SPC ("Mithaq"),
the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"),
today announced that it has entered into an agreement with Aimia
(the "Cooperation Agreement") that will result in the
dismissal of all outstanding litigation between the two
parties.
Under the terms of the Cooperation Agreement:
- Aimia has agreed to appoint two Mithaq nominees, Muhammad Asif Seemab and Rhys Summerton, to its board of directors (the
"Board");
- Aimia has agreed to grant customary pre-emptive and
registration rights to Mithaq;
- Mithaq has agreed to customary standstill provisions through
March 31, 2026; and
- Mithaq has undertaken to vote in favour of Aimia's management
nominees at Aimia's 2025 annual general meeting.
Mr. Seemab will be appointed to the Board immediately and Mr.
Summerton will serve as an observer until his election at a special
meeting of shareholders to be held by Aimia as soon as practicable
and, in any event, within 90 days of the date of the Cooperation
Agreement. Aimia has also agreed to pay Mithaq US$1.5 million as reimbursement for third-party
fees, costs and expenses incurred by Mithaq in connection the
outstanding litigation between the parties.
"We are pleased to have reached an agreement with Aimia," said
Turki AlRajhi, Chairman and Chief Executive Officer of Mithaq. "Our
ultimate motivation has always been, and continues to be,
protecting and compounding the intrinsic value of all fellow
shareholders' equity stakes, including Mithaq's."
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 ("NI
62-103"), which requires a report to be filed under Aimia's
profile on SEDAR+ (www.sedarplus.com) containing additional
information respecting the foregoing matters. Aimia's head office
address is 1 University Avenue, 3rd Floor, Toronto, Ontario, M5J 2P1.
Mithaq has filed on SEDAR+ an amended early warning report in
compliance with NI 62-103 to disclose changes in certain material
facts relating to its ownership of securities of Aimia as a result
of the Cooperation Agreement.
Mithaq holds its Aimia 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 continue to explore
from time to time a variety of alternatives it deems appropriate,
in each case to the extent permitted under applicable law and the
Cooperation Agreement, 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.
Except as restricted by the Cooperation Agreement, Mithaq may also
explore from time to time other alternatives with respect to its
investment in Aimia, in each case to the extent permitted under
applicable law, 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+. Except as restricted
by the Cooperation Agreement, 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 (to
the extent such activities are not restricted by the Cooperation
Agreement), 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 Mithaq, 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.sedarplus.com or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi
(mithaq-capital@mithaqholding.com).
ABOUT MITHAQ
Mithaq is the largest shareholder of Aimia, holding 26,893,588
common shares, representing approximately 27.37% of the issued and
outstanding common shares. Mithaq is a segregated portfolio company
existing under the laws of the Cayman
Islands and 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.
ADVISORS
Torys LLP is acting as legal advisor to Mithaq in connection
with the Cooperation Agreement.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
INFORMATION
This document contains "forward-looking statements" (as
defined under applicable securities laws). These statements relate
to future events or future performance and reflect Mithaq's
expectations, beliefs, plans, estimates, intentions, and similar
statements concerning anticipated future events, results,
circumstances, performance or expectations that are not historical
facts. Forward-looking statements include, but are not limited to,
statements regarding Mithaq's intentions with respect to its
investment in Aimia and the implementation of the terms of the
Cooperation Agreement. Such forward-looking statements reflect
Mithaq's current beliefs and are based on information currently
available. In some cases, forward-looking statements can be
identified by terminology such as "may", "will", "should",
"expect", "plan", "anticipate", "believe", "estimate", "predict",
"potential", "continue", "target", "intend", "could" or the
negative of these terms or other comparable terminology.
By their very nature, forward-looking statements involve
inherent risks and uncertainties, both general and specific, and a
number of factors could cause actual events or results to differ
materially from the results discussed in the forward-looking
statements. In evaluating these statements, readers should
specifically consider various factors that may cause actual results
to differ materially from any forward-looking statement. These
factors include, but are not limited to, market and general
economic conditions (including slowing economic growth, inflation
and elevated interest rates) and the dynamic nature of the industry
in which Aimia operates.
Although the forward-looking information contained in this
document is based upon what Mithaq believes are reasonable
assumptions, there can be no assurance that actual results will be
consistent with these forward-looking statements. The
forward-looking statements contained in this document are made as
of the date of this document and should not be relied upon as
representing views as of any date subsequent to the date of this
document. Except as may be required by applicable law, Mithaq does
not undertake, and specifically disclaims, any obligation to update
or revise any forward-looking information, whether as a result of
new information, further developments or otherwise.
Neither Mithaq nor or any of its subsidiaries, affiliates,
associates, officers, partners, employees, representatives and
advisers make any representation or warranty, express or implied,
as to the fairness, truth, fullness, accuracy or completeness of
the information contained in this document or otherwise made
available, nor as to the reasonableness of any assumption contained
herein, and any liability therefore (including in respect of
direct, indirect, consequential loss or damage) is expressly
disclaimed. Nothing contained herein is, or shall be relied upon
as, a promise or representation, whether as to the past or the
future and no reliance, in whole or in part, should be placed on
the fairness, accuracy, completeness or correctness of the
information contained herein.
SOURCE Mithaq Capital SPC