- Mithaq's premium, all-cash takeover bid for Aimia of
$3.66 per common share remains the
best option for shareholders
- Shareholders should continue to visit
www.cashpremiumforaimia.com for the latest
updates
TORONTO, Feb. 7, 2024
/CNW/ - Mithaq Capital SPC ("Mithaq"), the largest
shareholder of Aimia Inc. (TSX: AIM) ("Aimia"), announced
that it has acquired 7,300 common shares of Aimia (the
"Purchased Shares") through the facilities of the Toronto
Stock Exchange today, at an average price of $3.45 per Purchased Share, for a total purchase
price of $25,172. The highest price
paid for any Purchased Share was $3.45. As a result, Mithaq has ownership of, or
control or direction over, a total of 26,406,300 common
shares, representing approximately 27.90% of the issued and
outstanding common shares of Aimia (the "Common
Shares").
Immediately prior to acquiring the Purchased Shares, Mithaq had
ownership of, or exercised control or direction over, a total of
26,399,000 Common Shares, representing approximately 27.89% of the
issued and outstanding Common Shares.
Mithaq has acquired the Purchased Shares for investment purposes
and in connection with the offer by its wholly-owned subsidiary,
Mithaq Canada Inc. (the "Offeror"), to purchase all of the
issued and outstanding Common Shares of Aimia not already owned by
Mithaq or its affiliates (the "Offer"). Since October 5, 2023, the date that the Offer was
commenced (the "Offer Date"), Mithaq has acquired 347,300
Common Shares (including the Purchased Shares) (the "Aggregate
Purchased Shares"). The Offer is open for acceptance until
11:59 p.m. (Vancouver time) on February 15, 2024 and Mithaq may make additional
purchases of Common Shares until such time, though the number of
any such Common Shares purchased, together with the Aggregate
Purchased Shares, will not exceed 4,208,230 Common Shares,
representing 5% of the Common Shares outstanding as at the Offer
Date, pursuant to section 2.2(3) of National Instrument 62-104.
THE PREMIUM, ALL-CASH TAKEOVER OFFER
Mithaq's premium, all-cash takeover bid for Aimia of
$3.66 per Common Share remains the
best option for shareholders.
The Offeror commenced the Offer and filed a take-over bid
circular (the "Mithaq Circular") and related documents with
the securities regulatory authorities in Canada on October 5,
2023.
Shareholders are urged to read the Mithaq Circular, the Notice
of Variation filed on November 28,
2023 (the "First Notice of Variation"), and the
Notice of Extension filed on January 18,
2024 (the "Notice of Extension") as they contain
important information, including the terms and conditions of the
Offer and the procedures for depositing Common Shares. Additional
information about the Offer or copies of the Mithaq Circular, the
First Notice of Variation, the Notice of Extension and related
documents may be obtained without charge on request from Carson
Proxy Advisors at the contact information below. The Mithaq
Circular and related documents filed by the Offeror are also
available on SEDAR+ at www.sedarplus.ca.
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.
HOW TO TENDER
Shareholders are encouraged to tender their Common Shares and
realize immediate liquidity for their investment. If Common Shares
are held by a broker or other financial intermediary, shareholders
should contact that intermediary and instruct it to tender their
Common Shares. If Common Shares are held in registered form,
shareholders should complete the Letter of Transmittal included in
the documents mailed to them by the Offeror.
For shareholders whose certificate(s) or direct registration
system statement(s) ("DRS Statements") are not immediately
available or who cannot deliver the certificate(s) or DRS
Statement(s) and all other required documents to Olympia Trust
Company prior to the expiry time, they may accept the Offer by
properly completing and duly executing a Notice of Guaranteed
Delivery and returning it to Olympia Trust Company as specified in
the Notice of Guaranteed Delivery.
Shareholders with questions or in need of assistance accepting
the Offer can contact Carson Proxy Advisors by telephone at
1-800-530-5189 (North American Toll-Free Number) or 416-751-2066
(outside North America) or by
email at info@carsonproxy.com.
ABOUT MITHAQ
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.
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 Offer and Mithaq's intentions to make
additional purchases of Common Shares. 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 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