Mithaq Announces Expiry of Takeover Bid for Aimia; Shareholders Lose Opportunity to Receive a Significant Premium Because of Aimia Board's Entrenchment and Unwillingness to Constructively Engage

TORONTO, Feb. 16, 2024 /CNW/ - Mithaq Capital SPC ("Mithaq"), the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), today announced the expiry of the premium all-cash offer made by its wholly-owned subsidiary, Mithaq Canada Inc. (the "Offeror"), to acquire all of the issued and outstanding common shares of Aimia (the "Common Shares") not already owned by the Offeror or its affiliates (the "Offer").

The statutory minimum tender condition was not satisfied as of the Offer's expiry time (11:59 p.m. (Vancouver time) on February 15, 2024). In light of the Aimia Board's continuing unwillingness to constructively engage with Mithaq to maximize value for all shareholders, as well as its ongoing entrenching tactics and frivolous, wasteful litigation, as further described below, the Offeror determined not to further extend the Offer.

As a result of the expiry of the Offer, no Common Shares were acquired pursuant to the Offer and the Offer is now terminated. Any Common Shares deposited under the Offer and not withdrawn will be returned to the holders thereof promptly and in accordance with the terms of the Offer and take-over bid circular and related offer documents (the "Offer Documents"). Copies of the Offer Documents are available under Aimia's profile on SEDAR+ at www.sedarplus.ca.

There has been no change in Mithaq's concerns with the strategic direction of the company and Aimia's leadership has yet to engage in a productive manner with its largest shareholder. Mithaq, which has ownership of, or control or direction over, a total of 26,893,588 Common Shares, representing approximately 28.42% of the issued and outstanding Common Shares, is evaluating all options available to it in connection with Aimia's upcoming 2024 annual general meeting of shareholders (the "2024 AGM"). At a minimum, Mithaq expects that the meeting will be conducted fairly, transparently and in accordance with applicable corporate and securities laws and best practices for such meetings, and that Aimia will respect the right of shareholders to vote on all matters brought before the meeting.

Ensuring a Fair and Proper Vote at Aimia's 2024 Annual General 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 AGM") cannot reoccur.

Mithaq has obtained evidence that Aimia's then leadership inappropriately influenced the voting of proxies submitted in connection with the 2023 AGM. Had this conduct not occurred, Mithaq believes that none of the Aimia management nominees would have been elected at the 2023 AGM.

The problematic behaviour uncovered by Mithaq is unacceptable and will not be tolerated at the 2024 AGM. Mithaq expects that the 2024 AGM 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, Aimia should ensure, among other matters, that (i) an independent chair, not affiliated with Aimia, will oversee the 2024 AGM; (ii) an independent organization, not affiliated with Aimia, will scrutineer the 2024 AGM; and (iii) Mithaq be permitted to conduct a comprehensive proxy review immediately following the 2024 AGM should it request such a review.

To avoid the costs, wasted resources, and stain on shareholder democracy that followed the 2023 AGM, Mithaq is seeking Aimia's cooperation and confirmation in advance to the above-listed requests for conduct of the 2024 AGM. Without Aimia's cooperation, Mithaq intends to seek assistance from the courts to ensure the conduct of the 2024 AGM complies with applicable corporate and securities laws.

Mithaq's response to Aimia's Capital Markets Tribunal Application

Mithaq is disappointed that the Aimia Board continues to resort to self-serving legal tactics. On February 13, 2024, Aimia filed an Application (the "Aimia Application") with the Ontario Securities Commission's Capital Markets Tribunal for relief in relation to alleged breaches of securities laws by Mithaq.

The Aimia Application is based on stale allegations of undisclosed joint actor conduct and seeks relief Aimia previously expressly chose not to pursue. Mithaq intends to refute Aimia's allegations and believes that its early warning disclosure has at all times provided the market with timely and accurate information about its investment in Aimia, including its considerations in respect of its investment and actions it may take.

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, which requires a report to be filed under Aimia's profile on SEDAR+ (www.sedarplus.ca) containing additional information respecting the foregoing matters. Aimia's head office address is 1 University Avenue, Floor 3, Toronto, Ontario M5J 2P1.

Mithaq has filed on SEDAR+ an amended early warning report to disclose changes in certain material facts relating to its ownership of securities of Aimia, in compliance with National Instrument 62-103 (the "Amended Report"). In the Amended Report, Mithaq discloses that the Offer expired at 11:59 p.m. (Vancouver time) on February 15, 2024.

The Amended Report further discloses that Mithaq may continue to explore from time to time a variety of alternatives it deems appropriate with respect to its investment in Aimia, in each case to the extent permitted under applicable law, including (i) increasing or decreasing its position in Aimia through, among other things, the acquisition or disposition of securities of Aimia, (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.

In addition to evaluating all options available to it in connection with the 2024 AGM, Mithaq may also continue to 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 the Amended Report. For greater certainty, Mithaq may: (a) engage with management and/or the board of Aimia concerning the foregoing and its business, management, operations, capitalization, financial condition, governance, strategy and future plans (including taking any actions it deems appropriate to influence the affairs of Aimia); (b) initiate or make public or private proposals or offers involving Aimia, including (i) any takeover bid, amalgamation, consolidation, acquisition, business combination, arrangement, recapitalization, restructuring, liquidation, dissolution, disposition of assets or other similar transactions involving Aimia (including its subsidiaries and joint ventures or any of their respective securities or assets), and (ii) any waiver, amendment or modification to Aimia's articles of incorporation or by-laws; (c) initiate, solicit or join as a party, any litigation, arbitration or other proceeding (including regulatory proceedings) involving Aimia or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions and exercising any dissent rights); (d) initiate, propose, encourage, advise, influence or otherwise participate in the solicitation of proxies with respect to the voting of any securities of Aimia on any matter (including pursuant to any available exemptions under applicable laws); (e) grant any proxy with respect to the securities of Aimia; (f) engage in any short sale or similar transaction that derives value from a decline in Aimia's securities; (g) deposit any securities of Aimia into a voting trust, or subject any securities of Aimia to any agreement or arrangement with respect to the voting of such securities; (h) (i) call, requisition or seek to call or requisition a meeting of the shareholders of Aimia, (ii) seek election or appointment to, or representation on, the board of Aimia or (iii) effect the removal of any member of the board of Aimia or otherwise alter the composition of the board of Aimia (including by voting against the directors or through any "no vote" or similar campaign or proposing nominees); (i) submit, or induce any person to submit, any shareholder proposal; (j) enter into any agreement with Aimia (including any settlement or resolution agreement); (k) retain any advisors in furtherance of any of the foregoing; (l) make any request for securityholder list materials or other books and records of Aimia or any of its subsidiaries including under any statutory or regulatory provisions providing for shareholder access to such securityholder list materials, books and records of Aimia or its subsidiaries; (m) enter into discussions, agreements or understandings with any person with respect to or in contemplation of the foregoing or advise, assist, support or encourage any person to take any action consistent with the foregoing; and (n) make any public disclosure of any consideration, intention, plan or arrangement with respect to or in contemplation of any of the foregoing.

Although the foregoing reflects activities presently contemplated by Mithaq with respect to its investment in Aimia, 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 Aimia, and is subject to change at any time, and there can be no assurance that Mithaq will take any of these additional actions referred to above.

For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedarplus.ca or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi ([email protected]).

This press release does not constitute an offer to buy or the solicitation of an offer to sell any securities of the Offeror, Mithaq or Aimia.

ABOUT THE OFFEROR

The Offeror is a wholly-owned subsidiary of Mithaq, the largest shareholder of Aimia, holding 26,893,588 Common Shares representing approximately 28.42% of the issued and outstanding Common Shares. Mithaq is a segregated portfolio company and 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, Carson Proxy Advisors is acting as information agent and FGS Longview is acting as communications advisor to the Offeror and Mithaq in respect of the Offer.

FOR MORE INFORMATION

Mithaq Capital SPC
[phone]
[email protected]
Saudi Arabia, P.O. Box 86611, Riyadh 11632

Shareholders
www.cashpremiumforaimia.com
Carson Proxy Advisors
North American Toll Free: 1-800-530-5189
Collect Call Outside North America: 416-751-2066, [email protected]

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 the Offeror and 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: the expiry of the Offer and the return of any Common Shares deposited thereunder and not withdrawn to the holders thereof, and the actions Mithaq may take in connection with the 2024 AGM. Such forward-looking statements reflect the Offeror and 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 rising 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 the Offeror and Mithaq believe 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, the Offeror and Mithaq do not undertake, and specifically disclaim, any obligation to update or revise any forward-looking information, whether as a result of new information, further developments or otherwise.

Neither the Offeror, Mithaq, nor or any of their 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

Media, Boyd Erman, FGS Longview, 416-649-8007, [email protected]; Joel Shaffer, FGS Longview, 416-649-8006, [email protected]