お知らせ • Feb 18
Mithaq Canada Inc. cancelled the acquisition of remaining 69.03836% stake in Aimia Inc. (TSX:AIM).
Mithaq Canada Inc. submits a takeover bid to acquire remaining 69.03836% stake in Aimia Inc. (TSX:AIM) for approximately CAD 210 million on October 3, 2023. Mithaq Capital will acquire Aimia at a price of CAD 3.66 per common share in cash. The cash consideration under the Proposed Offer represents premiums of approximately: 20% based on the closing price of CAD 3.05 per Common Share on the TSX on October 2, 2023 (the last trading day prior to today’s announcement of the Proposed Offer); and 23% to the volume weighted average trading price of CAD 2.98 per Common Share on the TSX over the 20 trading days ended October 2, 2023. The Proposed Offer is not subject to a financing condition. The Mithaq will pay for the Common Shares subject to the Proposed Offer with funds made available to the Mithaq pursuant to committed financing facilities. As of October 4, 2023, Aimia Inc acknowledges it has received notice from Mithaq Capital SPC confirming its intention to commence an offer to acquire all issued and outstanding shares for CAD 3.66 per share. Aimia is currently suing Mithaq for various breaches of the Securities Act (Ontario). The trial is scheduled to begin on January 8, 2024. The top priority of Aimia's Board of Directors (the "Board") is to ensure that the Company delivers long-term value to stakeholders. When it is received, the Board will consider the Proposed Offer, weigh it against other options to enhance value including options already under consideration, and consult with its legal and financial advisors. The Board will provide Shareholders with any recommendation promptly and in accordance with securities law. As of October 6, 2023, Aimia Board of Directors has formed a Special Committee of independent directors to consider the unsolicited take-over bid.
The Offer is conditional on there having been validly deposited under the Offer and not withdrawn that number of Common Shares, together with the associated SRP Rights, representing more than 50% of the outstanding Common Shares, excluding those Common Shares beneficially owned, or over which control or direction is exercised, by the Offeror; there having been validly deposited under the Offer and not withdrawn that number of Common Shares, together with the associated SRP Rights and the Common Shares held by the Offeror at the Expiry Time, representing at least 66% of the outstanding Common Shares (on a Fully-Diluted Basis), certain regulatory approvals including Competition Act Approval and all requisite third party consents having been obtained and/or waiting periods expired, as described herein. The Offer is open for acceptance until 11:59 p.m. (Vancouver time) on January 18, 2024. On October 20, 2023 Aimia's Board of Directors recommends Shareholders reject Mithaq's hostile offer. As of November 13, 2023, Aimia Inc. announced that it has obtained leave to amend its Statement of Claim in respect of its litigation against Mithaq Capital SPC and other alleged joint actors, including a former insider and officer of Aimia. Mithaq unsuccessfully: (i) resisted Aimia's amendments; and (ii) requested that if Aimia's amendments were permitted, the trial should be adjourned. The Court ordered that the trial remain scheduled and will start on January 8, 2024. Aimia intends to proceed with the trial as planned on January 8, 2024, but anticipates that Mithaq may make further attempts to delay the trial. As of January 18, 2024, Mithaq Canada has extended the expiry time of the premium all-cash offer not already owned by the Offeror or its affiliates until 11:59 p.m. (Vancouver time) on February 15, 2024. The Offeror has filed a notice of extension (the "Notice of Extension") in respect of the extension of the deposit period under the bid. The Notice of Extension also provides shareholders information in respect of recent developments relating to the Offer occurring after the date of the Offeror's Notice of Variation dated November 28, 2023. Offer commenced on October 5, 2023. As per filling on January 23, 2024, Aimia board of directors continues to recommend that Aimia shareholders do not need to take any action.
John Emanoilidis, David Forrester, Mile Kurta, Dany Assaf, Chris Caparelli, Jerald Wortsman, Peter Keenan, Michelle Lu and Andrew Gray of Torys LLP acted as legal advisor, Carson Proxy Advisors is acting as Information Agent and Longview Communications and Public Affairs is acting as communications advisor to the Mithaq in respect of the Proposed Offer. Kingsdale Advisors is acting as strategic shareholder advisor and communications advisor to Aimia. Norton Rose Fulbright Canada LLP is acting as legal counsel to Aimia. Offeror has engaged Olympia Trust Company to act as depositary. Goodmans LLP is acting as legal counsel and Canaccord is acting as financial advisor to the Special Committee.
Mithaq Canada Inc. cancelled the acquisition of remaining 69.03836% stake in Aimia Inc. (TSX:AIM) on February 16, 2024. The statutory minimum tender condition was not satisfied as of the Offer's expiry time (11:59 p.m. (Vancouver time) on February 15, 2024). In light of the Aimia Board's continuing unwillingness to constructively engage with Mithaq to maximize value for all shareholders, as well as its ongoing entrenching tactics and frivolous, wasteful litigation, as further described below, the Offeror determined not to further extend the Offer. As a result of the expiry of the Offer, no Common Shares were acquired pursuant to the Offer and the Offer is now terminated. Any Common Shares deposited under the Offer and not withdrawn will be returned to the holders thereof promptly and in accordance with the terms of the Offer and take-over bid circular and related offer documents (the "Offer Documents"). There has been no change in Mithaq's concerns with the strategic direction of the company and Aimia's leadership has yet to engage in a productive manner with its largest shareholder. Mithaq, which has ownership of, or control or direction over, a total of 26,893,588 Common Shares, representing approximately 28.42% of the issued and outstanding Common Shares, is evaluating all options available to it in connection with Aimia's upcoming 2024 annual general meeting of shareholders (the "2024 AGM"). At a minimum, Mithaq expects that the meeting will be conducted fairly, transparently and in accordance with applicable corporate and securities laws and best practices for such meetings, and that Aimia will respect the right of shareholders to vote on all matters brought before the meeting.