Net proceeds of up to $558
million or $6.07 per common
share, including an earn out
(All figures in Canadian dollars unless otherwise
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
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
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.
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.