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
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