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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:
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Aimia has agreed to appoint two Mithaq nominees, Muhammad Asif Seemab and Rhys Summerton, to its board of directors (the "Board");
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Aimia has agreed to grant customary pre-emptive and registration rights to Mithaq;
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Mithaq has agreed to customary standstill provisions through March 31, 2026; and
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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.