Mittleman Brothers Comments On Aimia Inc. Special Meeting And Efforts To Block Shareholders From Voting

NEW YORK, Oct. 15, 2019 /CNW/ -- Mittleman Brothers LLC ("Mittleman Brothers" or "we" or "us"), is a value-oriented investment firm which through subsidiaries and with affiliates is the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia" or the "Company"), owning or exercising control over more than 23% of its outstanding shares, and has been a major shareholder since first purchasing shares on May 19, 2017.

Aimia announced on October 2, 2019 that it will hold a special meeting of shareholders (the "Meeting") on January 24, 2020. The Meeting was requisitioned by the Aimia Shareholders for Accountability, a coalition of shareholders claiming aggregate ownership of not less than 5% of the Company's shares (the "Requisitioning Shareholders"). The Requisitioning Shareholders are seeking to replace four Aimia directors, Thomas D. Gardner, Robert Kreidler, William McEwan and Jeremy Rabe, with four new independent nominees at the Meeting.

Mittleman Brothers was not one of the Requisitioning Shareholders.

Mittleman Brothers, however, is committed to assisting the Company in improving the value of Aimia for all stakeholders, and we believe that entails, first and foremost, a board of directors (the "Board") with seasoned, independent, investment and business professionals, experienced in operations and M&A not only as agents but also as principals putting capital at risk with discernible track records of long-term success. Board members should be willing to commit substantial personal capital through significant insider share ownership, which we believe is critical for alignment between directors and shareholders.

Since July 10, 2019, we have made several public statements that Aimia's Board should not assume continued support from Mittleman Brothers. Our stance in this regard is unchanged.

In order to determine the extent, if any, to which we might support the nominees put forward by the Requisitioning Shareholders (the "Nominees"), we will seek to engage with the Nominees as soon as the Requisitioning Shareholders' information circular is mailed, to hear their ideas and to share our views on Aimia's best strategy going forward. Based on our initial review of the Nominees' backgrounds, we find them all qualified and well-suited to serve as directors.

Mittleman Brothers believes that public companies, such as Aimia, should respect basic principles of shareholder democracy and the rights of shareholders to direct the composition of the Board. Accordingly, we are prepared to take all necessary action to prevent shareholders' voting rights from being infringed upon at the upcoming Meeting to entrench Aimia's existing directors. This includes vigorously pursuing a defence and counterclaims against Aimia's specious July 22, 2019 legal action against Mittleman Brothers, including any attempt to prevent Mittleman Brothers from voting at the Meeting.

To ward off other possible acts of entrenchment (such as issuing undervalued securities to a "friendly" group) that would be destructive to Aimia's intrinsic value per share, we have alerted the Toronto Stock Exchange ("TSX") and requested that, until after the Meeting is held and the composition of Aimia's board is determined by shareholders, that the TSX closely monitor any acquisition, financing, issuance of securities, or other defensive tactic or potentially-dilutive transaction or series of transactions proposed by Aimia, and require that any such transaction or series of transactions be approved by shareholders as a condition of the TSX's consent.

To date, Mittleman Brothers has been instrumental in preserving value for all shareholders of Aimia. The intervention of Mittleman Brothers and our board nominee, Phil Mittleman, was fundamental in ultimately realizing C$516 million in proceeds from Air Canada for Aeroplan, rather than Air Canada's initial July 2018 offer of C$250 million (subject to further reduction by the proposed adjustment terms). This represents at least C$266 million (or C$2.45 per share on the current share count of 108.544 million) in value generated for Aimia shareholders.

Mittleman Brothers remains committed to assisting Aimia in improving value for all stakeholders, and we believe that with the proper oversight, Aimia is very well-positioned to opportunistically leverage its liquid assets, debt-free balance sheet, and legacy tax losses into accretive acquisitions of operating businesses, and to harvest the significant value of its existing investments.

About Mittleman Brothers LLC:

Mittleman Brothers LLC is a holding company, which wholly owns Mittleman Investment Management LLC ("MIM"), an SEC-registered investment adviser that provides discretionary portfolio management to institutional investors and high-net-worth individuals. MIM pursues superior returns through long-term investments in what it deems to be extremely undervalued securities, while maintaining its focus on limiting risk.

As of the date hereof, MIM exercised control or direction over 25,077,632 common shares of Aimia Inc. ("Common Shares") on behalf of accounts over which MIM exercises control or direction through its discretionary investment authority (the "Accounts"). This represents approximately 23.1% of the issued and outstanding Common Shares disclosed by Aimia. Included in the security holdings of the Accounts are 12,500 Common Shares beneficially owned by Mittleman Brothers LLC ("MB"), an affiliate and joint actor of MIM.

In addition, 359,847 Common Shares are beneficially owned by MIM's officers and employees. 

About Aimia:

Aimia Inc. (TSX: AIM) is a loyalty and travel consolidator focused on growing earnings through its existing investments and the targeted deployment of capital in loyalty solutions and other sub-sectors of the loyalty and travel markets.

Aimia's investments in travel loyalty include the Club Premier program in Mexico, which it jointly controls with Grupo Aeroméxico through its investment in PLM, and an investment alongside Air Asia in travel technology company BIGLIFE, the operator of BIG Loyalty.

Aimia also operates a loyalty solutions business, which is a provider of next-generation loyalty solutions for many brands in the retail, CPG, travel & hospitality, and financial services verticals.

For more information about Aimia, visit www.aimia.com

Additional Information:

The information contained in this press release does not, and is not meant to, constitute a solicitation of a proxy within the meaning of applicable securities laws. In connection with the Meeting, however, Mittleman Brothers reserves the right to file a dissident information circular in due course in compliance with applicable securities laws.

Notwithstanding the foregoing, Mittleman Brothers is voluntarily providing the disclosure required under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations and section 150(1.2) of the Canada Business Corporations Act applicable to public broadcast solicitations.

The information contained herein and any solicitation made by Mittleman Brothers in advance of the Meeting is, or will be, as applicable, made by Mittleman Brothers and not by or on behalf of the management of Aimia. All costs incurred for any solicitation will be borne by Mittleman Brothers, provided that, subject to applicable law, Mittleman Brothers may in certain circumstances seek reimbursement from the Company of Mittleman Brothers's out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with the Meeting.

Mittleman Brothers is not soliciting proxies in connection with the Meeting at this time. Mittleman Brothers may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on its behalf. Any solicitation of proxies by or on behalf of Mittleman Brothers, including by any agent, will be done primarily by mail, supplemented by telephone, internet, electronic communication or other means of contact, pursuant to a dissident information circular or by way of public broadcast, including through press releases, speeches or publications and by any other manner permitted under Canadian corporate and securities laws. Any such proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law.

Mittleman Brothers, its subsidiaries and affiliates do not have any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the Meeting.

The registered address of Aimia is located at 525 Viger Avenue West, Suite 1000, Montreal, Québec, H2Z 0B2. A copy of this press release may be obtained on the Company's SEDAR profile at www.sedar.com.

SOURCE Mittleman Brothers LLC

Christopher P. Mittleman, Chief Investment Officer | Managing Partner, Main: 212-217-2340 | Direct: 212-217-2341, [email protected]