- In order to be counted at the annual meeting of shareholders,
proxies must be received by 10:30 a.m.
(Eastern Daylight Time) on April 14,
2023
- For Aimia's long-term future and to serve the best interests of
its stakeholders, largest shareholder encourages fellow
shareholders to vote against the re-election of the Board at the
Meeting
TORONTO, April 12, 2023 /CNW/ - Mithaq Capital
SPC ("Mithaq"), the largest shareholder of Aimia Inc.
(TSX: AIM) ("Aimia") holding 19.9% of Aimia's common shares,
reminds shareholders that time is quickly running out to vote their
proxies "AGAINST" the entrenched board of directors (the
"Board"). In order to be counted at the annual meeting of
shareholders (the "Meeting"), proxies must be received by
10:30 a.m. (Eastern Daylight Time) on
April 14, 2023. The Meeting is
scheduled for April 18, 2023.
Since announcing its decision to vote against the Board and
outlining a few compelling reasons for this decision earlier
this week, Mithaq has continued to receive numerous unsolicited
expressions of support from other shareholders, who have stated
their intention to Vote "AGAINST" the Board. Given Aimia's
flailing and increasingly desperate rhetoric, it seems that its
directors are also aware of the increasing shareholder momentum
against their re-election.
For Aimia's long-term future and to serve the best interests
of its stakeholders, Mithaq encourages fellow shareholders to Vote
"AGAINST" the re-election of David
Rosenkrantz (Chair), Philip
Mittleman, Michael Lehmann,
Karen Basian, Kristen M. Dickey, Linda
S. Habgood, Jon Mattson and
Jordan G. Teramo to the Board at the
Meeting.
Mithaq's substantial 19.99% equity stake in Aimia underscores
its commitment to Aimia's future and enhancing shareholder value
through a more accountable and representative board. All
shareholders deserve a board that is committed to openness and
straightforward communication with shareholders.
Pursuant to recent amendments to the Canada Business
Corporations Act ("CBCA"), directors of CBCA
corporations such as Aimia must be elected by a majority of the
votes cast for and against them. Accordingly, if a director
receives more votes against their election than for their election,
they will not be elected to the Board at the Meeting. In the event
that fewer than three directors are elected at the Meeting, Aimia
will be required to call a special meeting without delay for the
election of directors.
Rather than take accountability for its oversight of its top
executives, misaligned investment strategy and minimal director
share ownership in Aimia, among other significant concerns, the
Board has apparently determined that the best way to garner
shareholder support is to cast aspersions on its largest
shareholder. Aimia's communications in this regard should be
disregarded by shareholders. While unfortunate, this lack of
judgment and use of transparent entrenchment tactics is consistent
with the Board's deteriorating behavior.
Based on Aimia's recent press release, Mithaq is concerned
that the entrenched directors may adjourn or postpone the Meeting
to frustrate the will of shareholders in the event that the Board
does not like the results. As the incumbent directors are likely
aware, respecting the will of shareholders and their right to elect
directors is a cornerstone of shareholder democracy. In the
event of any attempt by the Board to oppress or otherwise
disenfranchise shareholders, Mithaq will consider all legal options
available to it to protect its rights.
Additional Information
The information in this press release may constitute a
solicitation of a proxy, as permitted pursuant to the public
broadcast exemption under applicable corporate and securities laws.
Accordingly, Mithaq is providing the disclosure required under the
CBCA and section 9.2(4) of National Instrument 51-102 –
Continuous Disclosure Obligations in accordance with
corporate and securities laws applicable to public broadcast
solicitations.
This press release and any solicitation made by Mithaq in
advance of the Meeting is, or will be, as applicable, made by
Mithaq, and not by or on behalf of the management of Aimia. Any
costs incurred for any solicitation will be borne by Mithaq,
provided that, subject to applicable law, Mithaq may seek
reimbursement from Aimia of Mithaq's out-of-pocket expenses,
including proxy solicitation expenses and legal fees, incurred in
connection therewith.
Mithaq is not soliciting proxies in connection with the Meeting
at this time. Proxies may be solicited by Mithaq pursuant to an
information circular sent to Aimia shareholders after which
solicitations may be made by or on behalf of Mithaq by mail,
telephone, fax, email or other electronic means as well as by
newspaper or other media advertising and in person by directors,
officers and employees of Mithaq who will not be specifically
remunerated therefor. Mithaq may also solicit proxies in reliance
upon the public broadcast exemption to the solicitation
requirements under applicable Canadian corporate and securities
laws by way of public broadcast, including through press releases,
speeches or publications, and by any other manner permitted under
applicable law. Mithaq may engage the services of one or more
agents and authorize other persons to assist in soliciting proxies
on behalf of Mithaq.
Mithaq has entered into an agreement with Carson Proxy pursuant
to which Carson Proxy will provide certain advisory and related
services including proxy solicitation. The anticipated cost of any
solicitation is estimated to be up to $175,000 plus disbursements and success fee (if
applicable).
If Mithaq commences a formal solicitation of proxies in
connection with the Meeting, proxies may be revoked by instrument
in writing by the shareholder giving the proxy or by its duly
authorized officer or attorney, or in any other manner permitted by
applicable law. None of Mithaq or, to its knowledge, any of its
associates or affiliates, has any material interest, direct or
indirect, (i) in any transaction since the beginning of Aimia's
most recently completed financial year or in any proposed
transaction that has materially affected or would materially affect
Aimia or any of its subsidiaries; or (ii) by way of beneficial
ownership of securities or otherwise, in any matter proposed to be
acted on at the Meeting other than the election of directors or the
appointment of auditors.
Aimia's head office address is 176 Yonge Street, 6th
Floor, Toronto, Ontario, M5C 2L7.
A copy of this press release may be obtained on Aimia's SEDAR
profile at www.sedar.com.
SOURCE Mithaq Capital SPC