The Board, in consultation with its external financial and legal advisors and following the unanimous recommendation of the Special Committee comprised solely of independent directors, has UNANIMOUSLY concluded that the Hostile Offer is undervalued and inadequate, and not in the best interests of the Company, its Shareholders or its other stakeholders.
The Board unanimously recommends that Shareholders REJECT the Hostile Offer and not tender their Common Shares thereto.
YOU DO NOT HAVE TO DO ANYTHING TO REJECT THE HOSTILE OFFER. SIMPLY DO NOT TENDER YOUR COMMON SHARES.
Any Shareholder who has tendered its Common Shares to the Hostile Offer should WITHDRAW those Common Shares immediately.
Reasons for the Recommendation:
- The Hostile Offer undervalues the Company and is not compelling:
The Hostile Offer does not provide a change of control premium in line to the relative average M&A premium in Canada. The small, below-average premium, is even less compelling when it is considered in the context of the timing of the Hostile Offer, given that the Canadian S&P/TSX Composite Index is trading at its lowest year-to-date levels.
- The Hostile Offer is significantly below equity research analyst target prices:
The Hostile Offer is significantly below the target common share price from the two independent analysts that cover Aimia and does not reflect some of the major potential growth opportunities that the Company is currently pursuing.
- The Hostile Offer contains extraordinary and unprecedented conditionality which calls into question the seriousness and legitimacy of the Hostile Offer:
Shareholders should note that the Hostile Offer contains 20 conditions, an unusually high number – which also includes conditions not subject to materiality thresholds or objective criteria, which must be satisfied or waived before Mithaq is obligated to take up and pay for any common shares tendered in the offer. The Hostile Offer is not a firm offer.
- The Hostile Offer is opportunistic and is designed to capture Aimia’s true value for Mithaq rather than paying it to all shareholders:
The Hostile Offer does not account for the meaningful growth opportunities available to the Company given the successful acquisitions of recent platform investments Bozzetto and Tufropes, the subsequent synergistic tuck-in acquisition of Cortland, as well as other synergies and near-term opportunities. Furthermore, the change of control associated with this Hostile Offer would result in a permanent inability for the Company to utilize its available tax losses.
- Mithaq has purchased Common Shares at prices much higher than what it is offering under the Hostile Offer:
Mithaq’s disclosed purchases of common shares dating back to March 2022 are all at prices above the Hostile Offer price. Mithaq has accumulated its minority position at a premium of 12% to their Hostile Offer, indicating that in addition to offering an inadequate change of control premium, they want shareholders to sell at a significant discount to the prices Mithaq was willing to pay for its minority position.
- The Special Committee and Board have received an Inadequacy Opinion from their financial advisor:
The Special Committee and Board received a written opinion from their financial advisor dated October 19, 2023, that as of that date and based upon and subject to the assumptions, limitations and qualifications contained therein that the consideration offered to Shareholders (other than Mithaq and its affiliates) under the Hostile Offer is inadequate, from a financial point of view, to such Shareholders. The full text of the opinion is detailed in the circular.
- The Board believes that the Hostile Offer and Mithaq’s actions are intended to hinder the Company’s outstanding litigation against Mithaq:
The Company is currently suing Mithaq for various breaches of the Securities Act (Ontario). The trial is scheduled to begin on January 8, 2024.The timing of the Hostile Offer is suspicious, given that it will expire shortly after the outstanding litigation against Mithaq is expected to be heard in court. One purpose of the Hostile Offer may therefore be to disrupt the litigation process.
- The Hostile Offer contains inadequate disclosure of Mithaq’s financing sources and does not provide sufficient certainty as to Mithaq’s financing:
The Hostile Offer does not contain sufficient details concerning the conditions with regard to the availability of the required financing by Mithaq to consummate the Hostile Offer. The minimal information that has been disclosed in the Hostile Offer circular fails to provide sufficient certainty that Mithaq has committed financing to take up and pay for all of the common shares subject to the Hostile Offer.
- The current share price is a discount to the Hostile Offer:
The closing price of the common shares on the TSX have consistently traded below the Hostile Offer price and is likely attributable to the significant conditionality embedded in the Hostile Offer.
- Aimia’s Directors and officers, as well as all of the investors in the Private Placement and other institutional shareholders intend to reject the Hostile Offer:
All of Aimia’s Directors and officers, as well as the investors in the Private Placement intend to reject the Hostile Offer. Aimia has also received an indication from several other shareholders that they intend to reject the Hostile Offer as well.
Please review the Directors’ Circular and other Shareholder materials found below for more details on these and other reasons to REJECT the Hostile Offer.
Aimia provides update regarding ongoing litigation.
November 13, 2023
Aimia releases CEO letter to shareholders.
October 23, 2023
Aimia’s Board of Directors recommends shareholders reject Mithaq’s hostile offer for their company.
October 20, 2023
Aimia provides early update on review of Mithaq’s unsolicited takeover bid
October 10, 2023
Aimia Announces The Formation Of A Special Committee Of The Board To Review Mithaq’s Unsolicited Take-Over Bid.
October 6, 2023
Aimia confirms receipt of Mithaq Capital’s intention to commence a takeover bid
October 4, 2023
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