TORONTO, April 11,
2023 /CNW/ - The Board of Directors ("Board") of
Aimia Inc. (TSX: AIM) ("Aimia" or the "Company") today is
responding to a recent press release from Mithaq Capital SPC
("Mithaq"). The press release contains numerous false and
misleading statements with respect to various matters, some of
which mischaracterize the Board and its conduct as identified
below.
First, the data provided by Mithaq regarding the alignment of
the Board with shareholders misrepresents Board members' equity
interests. As disclosed on pages 22 and 42 in Aimia's Management
Information Circular dated March 15,
2023, directors hold approximately 2.3 million common
shares, including approximately 0.3 million contingent common
shares, and 2.8 million Deferred Share Units (DSUs) which together
represent 5.7% of all common shares and DSUs outstanding as of the
circular date. This is more than double the 2.7% equity stake
reported by Mithaq. Many of the newer Board members have been
restricted from purchasing shares because of extensive blackout
periods resulting from access to material information regarding our
acquisitions. Nevertheless, the Board's current economic at-risk
position amounts to more than $19
million. This is comparable to the at-risk amount of the
Company's 4th largest shareholder. The Board is deeply
invested in the Company's success and entirely aligned with
shareholders.
Second, the assertion that the Board does not respect
shareholder democracy or is unwilling to engage with shareholders
is erroneous. Mithaq recently provided the Board with an analysis
of Aimia's Tufropes transaction which was quickly determined to be
flawed and inaccurate. Notwithstanding this, the Chair of the Board
invited Mithaq to present its views to the Board at an upcoming
meeting. Mithaq did not respond. Further, as noted on page 33 of
the Management Information Circular, shareholders representing some
60% of the outstanding shares were consulted on "Say-on-Pay"
leading to the revised compensation program. Contrary to Mithaq's
press release, management did consult with Mithaq in a call after
receipt of their email on this subject. We would also note that
both Glass Lewis and ISS, respected proxy advisory firms, have
recommended that shareholders vote FOR the revised compensation
program.
Third, the Board is committed to ensuring fairness for all
stakeholders. The Board will protect the integrity of the Company's
operations and governance practices by investigating and stopping
unauthorized leaks of confidential information and engaging with
regulators when it suspects breaches of securities law. The
statement by Mithaq that the Board's conduct in this regard was
based on unfounded allegations, a response to concerns raised by
Mithaq or intended to threaten shareholders is simply false. The
Company has identified numerous instances of written correspondence
to substantiate its concerns, attempted to engage with Mithaq to
address its concerns and, when Mithaq refused to respond, took
steps to protect stakeholders well before Mithaq's recent press
releases. The Board only publicized its efforts after Mithaq issued
a misleading press release on April 6,
2023.
Finally, all shareholders have a right to their views. However,
they do not have the right to disseminate false or misleading
information. The Board recommends that all shareholders consider
carefully the information in the Management Information Circular
and in particular the materials relating to management compensation
and the recommended Board slate for next year. The Board welcomes
shareholder participation at the upcoming meeting.
David Rosenkrantz
Chairman, Board of Directors
Aimia Inc.
About Aimia
Aimia Inc. (TSX: AIM) is a holding company with a focus on
making long-term investments in public and private companies, on a
global basis, through controlling or minority stakes. The company
owns a portfolio of investments which include: 100% ownership of
Tufropes, a global leader in the manufacturing of high-performance
synthetic fiber ropes and netting solutions for global aquaculture,
maritime, and other various industrial customers, a 10.85% stake in
Clear Media Limited, one of the largest outdoor advertising firms
in China, a 48.8% equity stake in
Kognitiv, a B2B company enabling global brands to redefine loyalty
with solutions for multi-enterprise collaboration, a 11.8% equity
stake in TRADE X, a global B2B cross-border automotive trading
platform. Subject to transaction closing, Aimia's investment
portfolio will also include Bozzetto Group, one of the world's
largest ESG-focused providers of specialty sustainable
chemicals.
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 such
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 Company's
investigation of and response to Mithaq's conduct. 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 us can
be found in our 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.sedar.com. 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.