ESTEEMED INVESTORS AND STRENGTHENED BOARD TO
SUPPORT AIMIA'S GROWTH AND FURTHER ITS STRATEGY
THOMAS FINKE TO BE APPOINTED CHAIRMAN OF THE
BOARD OF DIRECTORS
(All figures in Canadian dollars unless otherwise
noted)
TORONTO, Oct. 13,
2023 /CNW/ - Aimia Inc. (TSX: AIM)
("Aimia" or the "Company"), a holding company focused
on long-term global investments, announced today a strategic
investment of up to 10,475,000 Aimia common shares ("Common
Shares") together with up to 10,475,000 Common Share purchase
warrants ("Warrants") in a private placement (the
"Private Placement") by several arm's length, seasoned
strategic investors, including current and former Fortune 500
company CEOs and executives.
Each Common Share and accompanying Warrant will be issued at
$3.10 and each Warrant will be
exercisable at $3.70 per Common
Share, which issue price and exercise price represent premiums of
2.4% and 22.3%, respectively, over the five-day volume-weighted
average trading price of the Common Shares on the Toronto Stock
Exchange (the "TSX") on September 14,
2023 (being the last trading day prior to the date the
parties entered into a non-binding term sheet), and which represent
a $3.40 blended price per Common
Share assuming the Private Placement is fully subscribed and all
Warrants are exercised. The Warrants are subject to customary
anti-dilution provisions, will be exercisable immediately and will
expire five years from the date of issuance. The Common Shares
issued on closing of the Private Placement and the Common Shares
issuable on exercise of the Warrants will be subject to a six-month
lock-up period from the date of closing, with customary carve-outs
including the ability to tender to a bona fide takeover bid.
No voting trust or similar agreement will be entered into in
connection with the Private Placement.
The Private Placement is expected to raise gross proceeds of up
to $32.5 million. The Company intends
to use the net proceeds of the Private Placement to fund its
operations over the next 12 to 24 months and support its strategic
investment plans and other contingencies. Immediately following
closing of the Private Placement, the Company will have up to
94,639,614 Common Shares issued and outstanding (on an undiluted
basis). Assuming the Private Placement is fully subscribed
and all Warrants are exercised, the maximum number of Common Shares
issuable under the Private Placement represents 24.89% of the
currently issued and outstanding Common Shares (on an undiluted
basis). The Private Placement will not materially affect control of
the Company, and no investor will beneficially own more than 10% of
the issued and outstanding Common Shares (on a partially diluted
basis, assuming full exercise of the investor's Warrants only and
no other Warrants being exercised) as a result of the Private
Placement except with any required approval of the TSX.
The Private Placement represents the culmination of a six-month
comprehensive process of considering available financing options
and the result of three months of robust arm's length negotiations
with potential investors. To assist the Company and its Board with
such considerations, the Company engaged external financial and
legal advisors and obtained an independent opinion dated
September 5, 2023 from Clarus
Securities Inc. confirming the Company's need for capital as of
such date. Throughout this process, the Company was focused on
identifying arm's length, seasoned investors who are aligned with
Aimia's strategy of acquiring control positions in private
companies and growing them organically and through synergistic
tuck-in acquisitions. The Company expects the addition of such
investors with global operating and investing experience will
increase the Company's access to investment and partnership
opportunities, expertise and financial resources. In addition, the
Private Placement helps address recent constraints on the Company's
ability to access debt financing as a result of market
conditions.
New Board of Directors
Appointments
In connection with and subject to the closing of the Private
Placement, the Company will be appointing two highly qualified
independent directors, Thomas Finke
and Yannis Skoufalos, to Aimia's
Board of Directors to fill two vacancies. Mr. Finke will be
named Chairman of the Board and will expand the Board's expertise
with his vast experience in finance and governance. Mr. Skoufalos
will enhance the Board's expertise with his three decades of
experience in supply chain management, procurement and logistics.
Both Mr. Finke and Mr. Skoufalos will be investing in the
Private Placement and both are independent of the lead investor.
Karen Basian, Interim Chair of the Board, will remain on the
Board. Michael Lehmann will step down as a director upon the
closing of the Private Placement but will remain in his executive
role as President of Aimia. With these changes, the Board will be
reconstituted with eight directors, seven of whom will be
independent.
Phil Mittleman, Chief Executive
Officer of Aimia, commented, "We are honored and look forward to
welcoming this incredible list of business leaders with Fortune 500
company experience to our shareholder base, and to welcoming
Thomas Finke as our new Chairman and
Yannis Skoufalos to our Board. These
investors boast world class pedigrees of investment and operational
experience, and are highly supportive of Aimia's value,
vision, strategy and potential. This investment will also bolster
our financial position and provide us with additional flexibility
to execute our strategy by providing access to debt financing as
well as additional high quality deal flow."
Mr. Mittleman continued: "We would like to thank Karen Basian for her valuable work as Interim
Chair and Michael Lehmann for his
service as a director since 2020, as we welcome these new Board
members who will further strengthen Aimia's governance by
increasing the number of independent board members, and add
significant experience, expertise, share ownership and augmenting
the overall skills matrix of our Board, while supporting the
continued execution of Aimia's growth strategy."
Thomas Finke said, "I am thrilled
to join the Aimia Board as Chairman, and look forward to growing
management's existing investments, pursuing new investment
opportunities, and advancing Aimia's strategic goals. As I step
into this role, I am committed to leveraging my investment
experience to support the management team in building upon their
impressive set of existing investments and ensuring that Aimia
remains at the forefront of the global investment arena."
Yannis Skoufalos said, "I
am really pleased to be joining the Aimia Board. I see
exciting opportunities for Tufropes/Cortland and Bozzetto, and
look forward to helping guide their operations and supply networks,
thus enabling the growth of Aimia's entire portfolio of
businesses. I'm certain that my experiences at P&G and
Private Equity firms will enable further competitive
superiority, innovations and transformations across our holdings,
solidifying Aimia's position as a leader in its space."
New Director Biographies
Thomas Finke: With over 30
years of experience in the asset management and investment
industries, Mr. Finke is a seasoned financial services executive.
Mr. Finke served as Chairman and Chief Executive Officer of Barings
from 2016 through 2020. He joined Barings' predecessor, Babson
Capital Management, in 2002 when Babson acquired First Union
Institutional Debt Management. Mr. Finke was appointed Chairman and
CEO of Babson Capital in 2008 and also served as Executive Vice
President and Chief Investment Officer of Massachusetts Mutual Life
Insurance Company from 2008 until 2011. Currently, Mr. Finke is a
director of the National Math and Science Initiative and a Trustee
of Davidson College, and also serves on
the Board of Directors of the global investment firm Invesco Ltd.
(NYSE: IVZ) and Alliance Entertainment Holdings Corporation
(NASDAQ: AENT). Previously, Mr. Finke served as a director of the
Barings Funds Trusts, Barings Global Short Duration Fund, and
Barings Business Development Corp. Mr. Finke earned a Master of
Business Administration degree from Duke
University's Fuqua School of
Business and a bachelor's degree from the University of Virginia's McIntire School of Commerce.
Yannis Skoufalos: Mr.
Skoufalos had a distinguished 35-year international career at
Procter & Gamble (P&G), a U.S. headquartered
consumer goods company with approximately US$81 billion in sales for the year 2022/23,
approximately 57,000 employees, 115 manufacturing plants, more than
200 distribution centers, and that manages procurement of more than
US$48 billion worth of goods and
services. Mr. Skoufalos held supply chain roles of increasing
responsibility and was the Global Product Supply Officer at P&G
from 2011 to 2019, where he led a vast Supply Network encompassing
procurement, manufacturing, customer service, distribution, quality
assurance, engineering, and innovation program management. In
addition, Mr. Skoufalos worked across multiple industries as Senior
Advisor at Blackstone and has
gained non-executive experience with public and private companies.
Mr. Skoufalos currently sits on the Board of Directors for Hostess
Brands, a leading sweet snacks public company in the U.S., and for
Sustana, a recycled paper fiber company privately held by
Blackstone. He is also set to join
the Board of Directors of Sandoz, a global leader in generic
pharmaceuticals and biosimilars, upon its confirmed spin-off from
Novartis. Mr. Skoufalos earned a Master of Science in Food
Engineering and a Bachelor of Science in Chemical Engineering from
the University of Leeds, U.K.
Lead Investor Rights
The lead investor in the Private Placement will receive certain
rights as are customary for an investment of this nature,
including: the right to nominate one independent director to the
Aimia Board of Directors in connection with the closing of the
Private Placement, and for so long as it continues to hold at least
50% of the Common Shares acquired under the Private Placement;
customary information rights for so long as it continues to hold at
least 50% of the Common Shares acquired under the Private
Placement; a demand registration right to sell Common Shares
pursuant to a registration statement in the United States after the date that is 24
months after closing; and a customary pre-emptive right to
participate on a pro rata basis in future issuances of Common
Shares until the later of the date that is 60 months after closing
and the lead investor ceasing to hold at least 50% of the Common
Shares acquired under the Private Placement.
Subject to customary conditions and receipt of final TSX
approval, the private placement is expected to close around
October 19, 2023.
Special Committee Update
The Special Committee is continuing to work with its legal and
financial advisors to assess the unsolicited take-over bid for all
the issued and outstanding Common Shares of the Company by an
affiliate of Mithaq Capital SPC. A Director's Circular setting out
the Board of Directors' recommendation to shareholders with respect
to the bid is expected to be filed by October 20, 2023.
About Aimia
Aimia Inc. (TSX: AIM) is a holding company that makes long-term
investments in private and public businesses through controlling or
minority stakes. We target companies with durable economic
advantages evidenced by a track record of substantial free cash
flow generation over complete business cycles, strong growth
prospects, and guided by strong, experienced management teams.
Headquartered in Toronto, Canada,
Aimia is positioned to invest in any sector, wherever a suitable
opportunity can be identified worldwide. In addition, we seek
investments that may efficiently utilize the Company's operating
and capital loss carry-forwards to further enhance stakeholder
value.
For more information about Aimia, visit www.aimia.com.
Forward-Looking
Statements
This press release contains statements that constitute
"forward-looking information" within the meaning of Canadian
securities laws ("forward-looking statements"), which are based
upon our current expectations, estimates, projections, assumptions
and beliefs. All information that is not clearly historical in
nature may constitute forward-looking statements. Forward-looking
statements are typically identified by the use of terms or phrases
such as "anticipate", "believe", "could", "estimate", "expect",
"intend", "may", "plan", "predict", "project", "will", "would" and
"should", and similar terms and phrases, including references to
assumptions.
Forward-looking statements in this press release include, but
are not limited to, statements with respect to the Private
Placement, the anticipated proceeds therefrom and the anticipated
use of such proceeds; the appointment of the two new directors in
connection with the Private Placement closing; Aimia's current and
future strategic initiatives, investment opportunities and use of
cash; and Aimia's current and future strategic initiatives and
investment opportunities; the expected closing date of the Private
Placement and the expected filing date of a directors'
circular.
Forward-looking statements, by their nature, are based on
assumptions and are subject to known and unknown risks and
uncertainties, both general and specific, that contribute to the
possibility that the forward-looking statement will not occur. The
forward-looking statements in this press release speak only as of
the date hereof and reflect several material factors, expectations
and assumptions. While Aimia considers these factors, expectations
and assumptions to be reasonable, actual events or results could
differ materially from the results, predictions, forecasts,
conclusions or projections expressed or implied in the
forward-looking statements. Undue reliance should not be placed on
any predictions or forward-looking statements as these may be
affected by, among other things, changing external events and
general uncertainties of the business. A discussion of the material
risks applicable to us can be found in our current Management
Discussion and Analysis and Annual Information Form, each of which
have been or will be filed on SEDAR+ and can be accessed at
www.sedarplus.ca. Aimia cautions that the list of risk factors
included in such Management Discussion and Analysis is not
exhaustive. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and we disclaim any intention and assume no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise.
SOURCE Aimia Inc.