TORONTO, Oct. 31,
2024 /CNW/ - Aimia Inc. (TSX: AIM) ("Aimia" or
the "Company") announced today that it has signed a
cooperation agreement (the "Cooperation Agreement") with
Mithaq Capital SPC ("Mithaq") that will result in the
dismissal of all outstanding litigation between the two parties,
the appointment of two Mithaq nominees, Muhammad Asif Seemab and Rhys Summerton, to Aimia's Board of Directors,
the grant of customary pre-emptive and registration rights to
Mithaq, the adoption of customary standstill provisions through
March 31, 2026, and an undertaking
from Mithaq to vote all of its common shares of the Company in
favour of each of Aimia's management nominees for election to the
Company's board of directors at Aimia's next annual general meeting
of shareholders to be held in 2025.
"We are delighted that a spirit of cooperation between Aimia and
our largest shareholder has been reached, allowing us to now focus
all of our efforts on unlocking the Company's value and sustaining
the recent momentum generated by our core holdings," said
Tom Finke, Aimia's Executive
Chairman. "We look forward to positive contributions from Asif and
Rhys to our Board and our ongoing strategic review process."
"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."
As Aimia is incorporated under the Canada Business
Corporations Act (CBCA), it is required to have 25 percent of
its directors as Canadian residents. The Company currently has
seven directors with two being Canadian residents. As a result, Mr.
Seemab will be appointed as a director effective immediately and
Mr. Summerton will serve as an observer until a special meeting of
shareholders is held to approve changes to expand Aimia's board
composition by electing Mr. Summerton as well as another Canadian
resident as directors of the Company. It is expected that the
special meeting of shareholders will be held within 90 days.
Shahir Guindi, Ad. E., a Canadian
resident, will be presented for election as a new director.
Mr. Guindi, a lawyer and a partner with Osler, has more than 30 years of legal
experience and is a recognized advisor in M&A, private equity,
and corporate finance. His private equity and venture capital
experience includes advising funds on their domestic and
cross-border portfolio investments and divestitures and on their
fund formations.
All seven directors currently on Aimia's Board, including Lead
Independent Director Tom Little,
CPA, ICD.D, will retain their roles and responsibilities.
Aimia's Strategic Review Committee, chaired by James Scarlett, will increase its membership to
include one Mithaq nominee.
Aimia has agreed to pay Mithaq US$1.5
million as reimbursement for third-party fees, costs, and
expenses incurred by Mithaq in connection with the ongoing
litigation.
As required by the terms of an Investor Rights Agreement related
to the private placement made in the Company in October 2023, Aimia received and secured
appropriate consent from the lead investor to expand Aimia's board
of directors.
Background on Mithaq Nominees
Muhammad Asif
Seemab – Mr. Seemab has more 18 years of experience
in the financial services industry, including four years in the
audit group of Ernst & Young. He is currently a Managing
Director of Mithaq Holding Company, a leading opportunistic,
shariah-compliant investor based in Saudi Arabia with
diverse investments in public equities, real estate, private equity
and income-producing assets in local and international markets.
From January 2012 until joining Mithaq Holding Company
in January 2019 as Portfolio Manager, Mr. Seemab was an
Associate in the Asset Management Group of Mohammed Ibrahim
AlSubdeaei & Sons Investment Company (MASIC), a family office
based in Saudi Arabia that manages public equities,
private equity funds, real estate funds and income-producing
assets. Mr. Seemab is the Vice-Chairman of the Board and Chair of
the Corporate Responsibility, Sustainability & Governance
Committee and Human Capital and Compensation Committee of The
Children's Place (NASDAQ: PLCE). Mr. Seemab also serves on the
boards of TipTop Dry Cleaners Pvt Limited, Pick & Ship Pvt
Limited and Themar Foods & Catering. Mr. Seemab is a Chartered
Accountant and has a Bachelor of Commerce degree from Hailey
College of Commerce at the University of the Punjab
in Lahore, Pakistan.
Rhys Summerton –
Since 2014 Mr. Summerton has held the position of founder and
investor at Milkwood Capital, a long-term, value oriented, global
investment company, based in Windsor,
UK. During this time, Mr. Summerton has successfully
promoted the value realization of a number of investments through
efficient capital allocation and decision-making, by taking stakes
in out-of-favour companies and influencing their path to recovery.
From 2009 to 2013, Rhys held the position of Managing Director and
Global Head of Emerging Market Equity Research at Citigroup,
managing the number one ranked research franchise. Prior to that,
Mr. Summerton was a telecoms and media analyst at Citigroup and
Cazenove.
Mr. Summerton is currently on the board of Nasdaq-listed Nexxen
International and other unlisted investment companies. Mr.
Summerton is a Chartered Accountant, articling through Ernst &
Young.
About Aimia
Aimia Inc. (TSX: AIM)
is a diversified company focused on unlocking the growth potential
of its two global businesses, Bozzetto, a sustainable
specialty chemicals company, and Cortland
International, a rope and netting solutions company.
Headquartered in Toronto,
Aimia's priorities include monetizing its
non-core investments, enhancing the value of our core holdings,
returning capital to its shareholders, and efficiently utilizing
its loss carry-forwards to create shareholder 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 Aimia's 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 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, 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. 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 the Company can be found in Aimia's current
Management's 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. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and Aimia disclaims any intention and
assumes 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.