Net proceeds of up to $558 million or $6.07 per common share, including an earn out

(All figures in Canadian dollars unless otherwise noted)

TORONTO, June 30, 2022 /CNW/ - Aimia Inc. (TSX: AIM), is pleased to confirm the execution of the definitive transaction agreement (the "Definitive Agreement") in connection with the previously announced PLM transaction.  Aimia Holdings UK Limited and Aimia Holdings UK II Limited have executed the Definitive Agreement with PLM Premier, S.A.P.I. de C.V ("PLM"), Grupo Aeromexico, S.A.B. de C.V. and Aerovías de México, S.A. de C.V. (collectively, "Aeromexico") in connection with the divestiture of the company's 48.9% equity stake in PLM, the owner and operator of Club Premier, the leading loyalty program in Mexico, and upon which PLM will become a wholly-owned subsidiary of Aeromexico.

The Definitive Agreement reflects the terms and conditions of the binding letter of intent as previously announced by Aimia on February 8, 2022.  Separately, the Mexican antitrust authorities "COFECE" approved the transaction on June 16, 2022.  The PLM transaction is expected to close on or about July 18, 2022, upon satisfaction of the remaining closing conditions, including finalization of the closing documentation set forth in the Definitive Agreement.

Upon closing of the PLM transaction, Aimia Holdings UK Limited and Aimia Holdings UK II Limited will receive approximately $531 million in net cash proceeds, subject to certain adjustments to be made post-closing pursuant to the Definitive Agreement. In addition, an earn-out in an amount of approximately $27 million on a net basis, is payable to Aimia Holdings UK Limited and Aimia Holdings UK II Limited in cash should the PLM loyalty program achieve certain targeted annual gross billings amounts by 2024.

The terms of the transaction are in US dollars. The Canadian dollar amounts have been translated at the Bank of Canada USD/CAD exchange rate of 1.286 as of June 29, 2022. Approximate consideration per common share is calculated on the basis of 91,944,936 common shares outstanding as of June 7, 2022.

A redacted copy of the Definitive Agreement will be filed under Aimia's SEDAR profile at www.SEDAR.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. In some cases, forward-looking statements are typically identified by the use of terms such as "expects" and "expected". Forward-looking statements in this press release include, but are not limited to, statements with respect to the earn-out, potential liabilities of the transaction and timing of closing of the transaction.

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 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 assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

There are also risks inherent to the transaction, including the exercise of termination rights by any party to the Definitive Agreement. Accordingly, there can be no assurance that the transaction will occur, or that it will occur on the terms and conditions, or at the time, contemplated in this press release. The transaction could be modified, restructured or terminated. There can also be no assurance that the strategic, operational or financial benefits and effects expected to result from the transaction will be realized.

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: a 48.9% equity stake in PLM Premier, S.A.P.I. de C.V. (PLM), owner and operator of Club Premier, the coalition loyalty program in Mexico that operates the Aeromexico Frequent Flyer program, a 10.85% stake in Clear Media Limited, one of the largest outdoor advertising firms in China, a 48.9% equity stake in Kognitiv, a B2B technology company enabling collaborative commerce, a 12.2% equity stake in TRADE X, a global B2B cross-border automotive trading platform as well as a wholly owned investment advisory business, Mittleman Investment Management, LLC.

For more information about Aimia, visit www.aimia.com.

SOURCE Aimia Inc.

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