![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aimia Inc | TSX:AIM | Toronto | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.74 | 2.69 | 2.78 | 0 | 01:00:00 |
TORONTO, June 5, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia" or the "Company"), today announced that it has filed a dissident proxy circular (the "Mithaq Circular") in connection with the upcoming annual meeting of Aimia shareholders to be held on June 26, 2024 (the "Meeting"). Aimia shareholders are urged to read the Mithaq Circular in its entirety. A copy of the Mithaq Circular has been mailed to Aimia shareholders and can also be found under Aimia's profile on SEDAR+ at www.sedarplus.com.
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 is taking action because of its ongoing concerns with the strategic direction and corporate governance practice of Aimia's leadership, which continues to engage in entrenching, self-interested behaviour and the pursuit of a strategy that has caused significant destruction of shareholder value. Mithaq announced on May 30, 2024 that it has nominated six highly-qualified nominees (the "Mithaq Nominees") for election to the board of directors of Aimia (the "Board") at the Meeting in accordance with Aimia's advance notice by-law (by-law no. 2013-1).
Mithaq encourages Aimia shareholders to 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 as follows:
FOR the election of all six of the Mithaq Nominees:
√ Turki Saleh A. AlRajhi
√ Muhammad Asif Seemab
√ Tariq Hamoodi
√ Max Volsky
√ Sharon Stern
√ Naveed Kamran
FOR the election of the following management nominee:
√ Ioannis (Yannis) Skoufalos
WITHOLD in respect of the election of the following six management nominees:
× Robert Feingold
× Thomas Finke
× Linda S. Habgood
× Thomas (Tom) Little
× James Scarlett
× Jordan G. Teramo
FOR the reappointment of PricewaterhouseCoopers LLP as auditor of the Company and to authorize the Board to fix its remuneration.
AGAINST acceptance of Aimia's approach to executive compensation (Say on Pay).
Based on Aimia's management proxy circular, Mithaq understands Ioannis (Yannis) Skoufalos has been nominated by the group of investors who received common shares pursuant to Aimia's October 2023 private placement as their nominee for election to the Board at the Meeting. Mithaq has recommended that Aimia shareholders vote for the election of Mr. Skoufalos to respect the rights of the private placement investors under their investor rights agreement and to support a smooth transition.
Shareholders who have questions or are willing to express their support for the Mithaq Nominees but require assistance in doing so 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.
ENSURING A FAIR AND PROPER VOTE AT THE MEETING
Mithaq is taking action to protect all shareholders by attempting to ensure the sorts of serious irregularities that took place at the 2023 annual general meeting (the "2023 Meeting") cannot reoccur. As previously disclosed, Mithaq has obtained evidence that Aimia's then leadership inappropriately influenced the voting of proxies submitted in connection with the 2023 Meeting. Had this conduct not occurred, Mithaq believes that none of the Aimia management nominees would have been elected at the 2023 Meeting.
The problematic behaviour uncovered by Mithaq is unacceptable and will not be tolerated at the Meeting. Mithaq expects that the Meeting be conducted in accordance with applicable corporate and securities laws and that Aimia will respect the right of shareholders to vote on all matters brought before the Meeting, including those shareholders who vote by proxy.
In particular, Mithaq has formally requested Aimia's cooperation and confirmation in advance of the Meeting that, among other things: (a) an independent chair, not affiliated with Aimia, will oversee the Meeting; (b) an independent organization, not affiliated with Aimia, will scrutineer the Meeting; and (c) Mithaq be permitted to conduct a comprehensive proxy review immediately following the Meeting should it request such a review. Without Aimia's cooperation, Mithaq intends to seek assistance from the courts to ensure the conduct of the Meeting complies with applicable corporate and securities laws.
LETTER TO AIMIA SHAREHOLDERS
Mithaq also released a letter to Aimia shareholders today, outlining the need for meaningful action and change at the Board and management levels at Aimia. The full text of the letter follows.
* * * * * * * * * * * *
To the Shareholders of Aimia Inc.:
Mithaq Capital SPC ("Mithaq", "we" or "our") is committed to ensuring the protection of shareholders' wealth and the creation of value at Aimia Inc. (TSX: AIM) ("Aimia" or the "Company") through an accountable board and management team with significant equity ownership and shareholder representation. Aimia's past and present board of directors (the "Board") and management have left us with no other option than to safeguard our financial interests by taking a more active role in Aimia. In doing so, we believe we will not only protect shareholders from continued value erosion but also create value going forward.
Despite the Board's recent attempts to entrench itself through dilutive share issuances, we are still the largest shareholder of Aimia holding 26,893,588 common shares of Aimia ("Shares"), representing approximately 26.98% of the outstanding Shares as of May 27, 2024, the record date for Aimia's upcoming annual general meeting to be held on June 26, 2024 (the "Meeting").
We began acquiring our position in early 2020 and we continue to have faith that we can protect, unlock and create long-term value at the Company. In deciding how to vote at the upcoming Meeting, we believe that Aimia's shareholders need to know the facts about the disappointing state of affairs at Aimia.
We hope this letter will help you to understand why we have lost trust in the current Board and management and why we have decided to nominate our own slate of directors (the "Mithaq Nominees") for election to the Board at the Meeting. Further information about the Mithaq Nominees can be found in the accompanying information circular.
A Disappointing State of Affairs
We were initially attracted to Aimia as an investment because of the wide gap between the market price of the Shares and what we considered to be the intrinsic value in the Company. Our view was that Aimia's cash, underlying portfolio company values, tax losses to be carried forward and deducted against future profits and the potential of Aimia's investment policy were, together, worth more than what the Company was being given credit for in the market. We expected this valuation disconnect would narrow over time.
During 2021, we increased our position and began engaging with Aimia's then management team, highlighting our concerns regarding management compensation, particularly the lack of tangible and/or calculable performance-based key performance indicators, which would bring more transparency to executive compensation and reward management for performance rather than for just showing up. We were told by Aimia's former Chief Executive Officer that he fully agreed with our perspective and was working diligently to address these issues. As would become characteristic of Aimia's Board and management, however, these assurances would never materialize into any concrete actions.
In 2022, Aimia sold one of its portfolio companies, PLM Premier, S.A.P.I. de C.V. ("PLM"), and received $541 million in cash. At the time, Aimia was trading significantly below the cash on its balance sheet, which represented approximately $6.80 per Share compared to the market price at the time of approximately $3.50 per Share. We took the opportunity with both hands and had increased our stake in Aimia to 19.9% by April 2023.
After receiving the PLM proceeds, during the Q2 2022 earnings call, Aimia's then Chief Executive Officer said that "Aimia intends to deploy most of the proceeds towards the acquisition of majority or significant minority stakes in cash-generative businesses operating in either the U.S. or Canada that will ideally utilize our sizable tax losses." In the Company's earnings release for Q4 2021, it also stated that "Aimia also intends to allocate up to $75 million of the net proceeds [from PLM] towards a combination of opportunistic share buybacks and/or a special dividend to common shareholders."
While we were supportive of these initiatives, none of them ever materialized; Aimia neither declared a special dividend nor fully utilized share buybacks. Aimia instead announced the acquisition of Tufropes (now Cortland International), a rope manufacturer in India. The acquisition was for a hefty price with an untested partner and in a jurisdiction where Aimia's tax losses could not be utilized, which made us question management's competence, whether adequate due diligence had been conducted and, ultimately, the Board's oversight of management and its commitment to act in the best interests of Aimia and its shareholders.
As responsible stewards of our capital, we performed due diligence on Tufropes based on publicly available information, including historical financial statements and corporate filings, and export shipment data available through service providers. Upon completing our due diligence, we had serious concerns about the transaction, including that the valuation multiple that Aimia paid for this commoditized business, with its deteriorating growth profile, did not make economic sense. Being Aimia's largest shareholder, we communicated our concerns to Aimia's management and the Board, suggesting that Aimia either explore options to terminate the transaction or submit it to shareholders for approval. Instead of discussing our views or providing information to address our concerns, the then Chairman of the Board threatened us with litigation.
Unfortunately, time proved that our concerns about Tufropes were well-founded. Acquiring a 100% equity stake in a company operating thousands of miles away without a management team that has skin in the game was a gross investment blunder. When acquiring companies, our hero, Mr. Warren Buffett, has a rule: "Management in place (we can't supply it)." Aimia exacerbated this blunder with another blunder by sharing a preferred return with an untested partner that came into existence in January 2022, Paladin Private Equity, LLC ("Paladin"). Instead of acquiring businesses in the U.S. and Canada, where most of Aimia's tax losses could be utilized, Aimia followed the Tufropes acquisition with its acquisition of Bozzetto Group in Italy with the same untested partner to whom Aimia shareholders would pay management fees and carried interest, also in a country where Aimia's tax losses could not be utilized. Over time, we have learned that many other shareholders share our displeasure with Aimia's focus on far afield private equity transactions.
With Aimia's investment strategy seemingly going off the rails, we increased our ownership position in Aimia to 30.96% with the aim of taking a more active role in Aimia's strategic direction and to stop the Board and management from further destroying value. Since then, the Board has completely lost sight of its fiduciary duty to act in the best interests of Aimia and its shareholders and has instead engaged in a scorched-earth campaign of entrenchment at the expense of shareholders, both in terms of the value destruction caused by distraction and the astronomical fees paid to Aimia's external legal, financial and other advisors.
In the last nine months alone, Aimia's entrenched Board has issued 10,475,000 Shares to Board-friendly investors and 5,040,000 Shares to Paladin, a related-party of Aimia, despite promises from the Board and management to return capital to shareholders through share buybacks. Aimia's management engaged in improper conduct at the 2023 annual general meeting ("AGM") and we believe that, had that conduct not occurred, none of the Aimia management nominees would have been elected at that meeting. In 2023 alone, the Board spent $50 million on fees and other costs (including $8.7 million in fees to external advisors).
"You can't make a good deal with a bad person." – Warren E. Buffett
The Board's increasingly worrying tactics are nothing more than an attempt to intimidate, divide and silence its shareholders. The Board as currently constituted is both unwilling and incapable of acting in the best interests of Aimia and its shareholders for many reasons, including:
Mistake after Mistake after Mistake
Aimia's management, with the approval of the Board, has made a long series of mistakes during our time as shareholders and it's become clear over time that the Board members are concerned more with retaining control and enriching themselves than generating value for shareholders. The following mistakes stand out to us as particularly egregious, though this list is by no means exhaustive:
In addition to the ongoing value destruction, the Board has a history of concerning disclosures and governance practices, including most recently:
Our view, which we believe is reflected in the current share price, is that shareholders have had enough.
A Reliable Fiduciary of Shareholders' Wealth
It is time for a new Board with business acumen and ethical standards to clean up the mess that's been created and realize the full value of Aimia for its shareholders through efficient capital allocation and management. We have nominated the six Mithaq Nominees for election to the Board at the Meeting because we believe they are up to that task. We propose the following ten steps for the newly reconstituted Board to get Aimia back on track:
Your Support is Required
Shareholders have a decision to make about the fate of Aimia. Your vote is critical to initiate much-needed change at Aimia and we encourage you to vote FOR the Mithaq Nominees on the GOLD form of proxy or GOLD voting instruction form by 5:00 p.m. (Toronto time) on Friday, June 21, 2024 or, in the event the Meeting is adjourned/postponed, no later than three business days immediately preceding the day of such adjourned/postponed Meeting.
Shareholders who have questions or who are willing to express their support for the Mithaq Nominees but require assistance in doing so may contact our proxy solicitor, Carson Proxy, for more information at 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.
Cordially,
Turki S. AlRajhi
* * * * * * * * * * * *
ADDITIONAL INFORMATION
The following disclosure is provided pursuant to the Canada Business Corporations Act and section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations.
This news release and any solicitation made by Mithaq in advance of the Meeting is, or will be, as applicable, made by Mithaq, and not by or on behalf of the management of Aimia. All costs incurred for any solicitation will be borne by Mithaq, provided that, subject to applicable law, Mithaq may seek reimbursement from Aimia of Mithaq's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection therewith.
Proxies may be solicited by Mithaq pursuant to the Mithaq Circular sent to Aimia shareholders and by or on behalf of Mithaq by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising and in person by directors, officers and employees of Mithaq who will not be specifically remunerated therefor. Mithaq may also solicit proxies in reliance on applicable exemptions to the solicitation requirements under corporate and securities laws, which may include by way of public broadcast, including through press releases, speeches or publications, and in any other manner permitted under applicable laws. Mithaq may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of Mithaq.
Mithaq has retained Carson Proxy to assist Mithaq in soliciting Aimia shareholders. Carson Proxy's responsibilities will principally include providing certain advisory and related services, including proxy solicitation. The anticipated cost of any solicitation is estimated to be up to $175,000 plus disbursements and success fee (if applicable).
Proxies may be revoked by instrument in writing by the shareholder giving the proxy or by its duly authorized officer or attorney, or in any other manner permitted under corporate and securities laws. Except as disclosed in this press release, none of Mithaq or, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, (i) in any transaction since the beginning of Aimia's most recently completed financial year or in any proposed transaction that has materially affected or would materially affect Aimia or any of its subsidiaries; or (ii) by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting other than the election of directors or the appointment of auditors. On October 3, 2023, Mithaq announced that it intended to commence of a formal offer by Mithaq Canada Inc., a wholly-owned subsidiary of Mithaq, to acquire all of the issued and outstanding common shares of Aimia not already owned by Mithaq or its affiliates for cash consideration of $3.66 per common share (the "Offer"). The Offer formally commenced on October 5, 2023 and subsequently expired and terminated at 11:59 p.m. (Vancouver time) on February 15, 2024 without any shares being taken up and acquired by Mithaq.
Aimia's head office address is 1 University Avenue, Floor 3, Toronto, Ontario M5J 2P1. A copy of this news release may be obtained under Aimia's profile on SEDAR+ at www.sedarplus.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 objectives of Mithaq as they relate to Aimia 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, each as described in this document, 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 described in this document; 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
Copyright 2024 Canada NewsWire
1 Year Aimia Chart |
1 Month Aimia Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions