Yahoo Finance Mithaq Warns Aimia Shareholders of Potential for Board Misconduct at Upcoming Annual General Meeting
TORONTO, June 13, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), today provides a warning to Aimia shareholders that it is very concerned about potential misconduct by the current board of directors (the "Board") at the upcoming annual meeting of Aimia shareholders to be held on June 26, 2024 (the "Meeting"). As acknowledged by Aimia in its press release dated June 3, 2024, Mithaq has nominated six individuals (the "Mithaq Nominees") for election to the Board at the Meeting pursuant to Aimia's advance notice by-law (by-law no. 2013-1). Mithaq has ownership of, or control or direction over, a total of 26,893,588 common shares of Aimia, representing approximately 26.98% of the issued and outstanding common shares.
Mithaq formally requested on June 5, 2024 that Aimia cooperate with Mithaq in advance of the Meeting by setting certain protocols and procedures to avoid the extravagant legal and other advisor expenses incurred by Aimia unnecessarily following the 2023 annual general meeting (the "2023 AGM"). Aimia has since refused Mithaq's requests other than to confirm that the Meeting will have an independent chair whose identity remains undisclosed. Establishing the protocols and procedures requested by Mithaq is customary in the context of a contested shareholder meeting and the Board's refusal to cooperate indicates a concerning lack of respect for shareholder democracy and good governance. Coupled with evidence obtained by Mithaq regarding the apparent inappropriate influencing of proxies submitted in connection with the 2023 AGM, shareholders should be concerned about similar misconduct at the Meeting.
At this time, Mithaq is reserving its right to seek assistance from the courts to ensure the conduct of the Meeting complies with applicable corporate and securities laws.
THE BOARD'S DISAPPOINTING TRACK RECORD AND QUESTIONABLE PLANS
Aimia's past and current Board members have demonstrated nothing but a desire to entrench themselves at the expense of Aimia shareholders and in breach of their fiduciary duties. In response to the so-called strategy and accomplishments articulated by Aimia in its press releases dated May 31 and June 3, 2024, Mithaq notes that:
The two million dollars in annual executive compensation expenses that were eliminated presumably relate to the departure of former Chief Executive Officer, Phil Mittleman. That the Board is taking credit for this implies that Mr. Mittleman was terminated for undisclosed reasons and without any succession plan in place. The Board has yet to find a replacement for Mr. Mittleman and the associated cost savings will be temporary until such a replacement is found.
The $20 million liability that was eliminated presumably refers to arrangements with Paladin Private Equity, LLC ("Paladin") that were terminated in May 2024. In Mithaq's view, Aimia drastically overpaid to terminate these arrangements, which were primarily based on future performance that had not been achieved. Moreover, as partial consideration, Aimia issued five million common shares to Paladin immediately before the record date for the Meeting. Aimia had ample cash to pay Paladin, as shown by the announcement of a $32.9 million earn-out payment and intention to launch a normal course issuer bid on May 29 and 30, respectively. Aimia has not provided adequate disclosure to shareholders about its process for negotiating the arrangements, which constitute a "related party transaction" under applicable securities laws.
While Mithaq is supportive of harvesting capital from low-return businesses, the monetization of $11 million of Capital A shares is hardly an accomplishment given these are liquid securities that trade on the Malaysian stock exchange. Moreover, these shares could have been liquidated in October 2023 when they were trading at a higher price leading up to Aimia's dilutive private placement of 10,475,000 common shares and 10,475,000 common share purchase warrants.
The $32.9 million earn-out payment from the PLM transaction was negotiated in 2022 at a time before the majority of the current Board members were involved with Aimia in any capacity and is therefore not a current Board accomplishment.
Although Aimia has renewed its normal course issuer bid, it has communicated share buybacks as a key priority since at least September 2023. Since then, Aimia has issued 15 million additional common shares to friendly parties at prices significantly below reported net asset value per share.
VOTE FOR CHANGE
Mithaq has a clear 10-step plan to get Aimia on track, which is set out in detail in Mithaq's letter to shareholders dated June 3, 2024 available on Aimia's profile on SEDAR+ at www.sedarplus.com. Shareholders are encouraged to read Mithaq's letter and the accompanying circular (the "Mithaq Circular") in their entirety in advance of the Meeting.
Aimia shareholders willing to express their support for the Mithaq Nominees should vote using the GOLD form of proxy or GOLD voting instruction form accompanying the Mithaq Circular prior to 5:00 p.m. (Toronto time) on Friday, June 21, 2024. Shareholders who have questions or require assistance may contact Mithaq's proxy solicitor, Carson Proxy, for more information by North American toll-free phone at 1-800-530-5189, local phone or text at 416-751-2066 or by email at info@carsonproxy.com.
ADVISORS
Mithaq has retained Carson Proxy as its proxy solicitor. Torys LLP is acting as legal counsel.
ABOUT MITHAQ
Mithaq is a segregated portfolio company and affiliate of Mithaq Holding Company, a decentralized family office headquartered in Saudi Arabia with investments in public equities, private equity, real estate and income-producing assets in local and international markets.
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 in respect of the conduct of the Board at the Meeting and the impact of the Mithaq Nominees, if elected, on the financial condition, results of operations and business strategies of Aimia, including specifically in connection with Mithaq's plans for Aimia, and other matters. 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, Aimia's results of operations and future cash flows; the future performance, business prospects and opportunities of Aimia; the election of the Mithaq Nominees; the ability of the Mithaq Nominees, if elected, to effect positive change at Aimia; the implementation and impact of Mithaq's plans for Aimia; the response to and outcome of any court applications that may be made against Mithaq or Aimia; the implementation and timing of Aimia's business strategy; the current general and regulatory environment and economic conditions remaining unchanged; the availability of financing and capital costs; Aimia's available cash resources; Aimia's ability to identify, attract and retain skilled staff; currency exchange rates; required capital investments; market competition; ongoing relations with employees and other stakeholders; and general business and economic conditions.
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
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