Mittleman Signs Lock-up AgreementThe entire document has been filed in Sedar, but the guts of it are copied below:
On August 20, 2018, the Investor and MB entered into a lock-up and support agreement (the “Acquisition Support Agreement”) with the Consortium and the Issuer under which the Investor and MB agreed to vote in favour of a proposed transaction relating to the acquisition by the Consortium of the Issuer’s Aeroplan loyalty business (the “Acquisition”) at a purchase price not less than $450 million payable in cash, subject to adjustments. Under the Acquisition Support Agreement, the Investor and MB agreed, during the negotiation of the definitive agreements and up to the earliest of, among other things (i) the completion of the Acquisition, (ii) termination of negotiations regarding the Acquisition, or (iii) December 31, 2018, not to, directly or indirectly (including, without limitation, by way of any derivative, monetization or other transaction that alters the economic exposure in respect of such securities): (A) purchase or accept transfer or assignment of or agree to purchase or accept transfer or assignment of any securities of the Issuer or any interest therein, except in the context of the commencement of management of additional funds on behalf of managed accounts, in which case any purchase, transfer or assignment shall have the objective of tracking existing portfolios; or (B) sell, transfer, pledge, encumber or assign, or agree to sell, transfer, pledge, encumber or assign any securities of the Issuer or any interest therein, except in the context of the termination of management of funds on behalf of managed accounts, in which case any sale, transfer or assignment shall have the objective of maintaining the balance of existing portfolios or returning assets to the beneficiaries of managed accounts, in each of cases (A) and (B), without the prior written consent of each member of the Consortium. On August 21, 2018, the Consortium and the Issuer announced that they had entered into an agreement in principle for the Acquisition. Their press release stated that the Acquisition is subject to the satisfactory conclusion of definitive transaction documents, approval of the Issuer’s shareholders, and certain other conditions, including due diligence, receipt of customary regulatory approvals and completion by the Consortium of credit card loyalty program and network agreements for future participation in Air Canada’s new loyalty program.