- Calls on Aimia’s entrenched board to provide access to proxies to prove board was legitimately elected; Mithaq has now been forced by the Company’s intransigence to seek a court order to allow what should be an uncontroversial and commonplace review
- Calls on Aimia’s entrenched board to cease wasting shareholder resources with expensive litigation in an effort to remain as directors
- Cautions board not to further entrench itself in the face of discontent and puts Aimia on notice that Mithaq will use all available levers to defend existing shareholders from any abusive and entrenching tactics
TORONTO, June 5, 2023 /PRNewswire/ — Mithaq Capital SPC (“Mithaq“), the largest shareholder of Aimia Inc. (“Aimia” or the “Company“), today updated fellow concerned Aimia shareholders regarding further attempts by the Company and its board of directors (the “Board“) to frustrate transparency and accountability.
Mithaq is a strategic long-term shareholder with a history of supporting first-class management teams and championing longstanding partnerships based primarily on trust. However, as Mithaq has stated previously, Mithaq is no longer satisfied with and has lost its trust in Aimia’s management and Board.
As the largest shareholder of Aimia, with a stake now representing almost 31% of the Company’s outstanding common shares, Mithaq is committed to ensuring that shareholder democracy at Aimia is upheld. Mithaq’s ultimate motivation is to protect and compound the intrinsic value of all shareholders’ equity stakes through a more accountable Board that has significant ownership and shareholder representation.
The examples of entrenching behaviour by the current Board are numerous and disconcerting to any shareholder concerned about Aimia’s disappointing state of affairs. In addition, the current Board is unwilling and incapable of acting in the best interests of Aimia for many reasons, including: (1) a lack of ownership of the Company by the Board and the resulting lack of alignment with shareholder interests; (2) a track record of weak capital allocation decisions and acquisitions; (3) a compensation structure that rewards management for failure; and (4) a stubborn commitment to a misaligned investment strategy and unwillingness to consider alternative views.
Aimia refuses to allow Mithaq to review the proxies from the annual meeting of shareholders held on April 18, 2023 (the “Meeting“). Mithaq has now been forced by the Company’s intransigence to seek a court order to allow such a review. Aimia continues to resist, incurring mounting legal fees and wasting shareholder resources. If everything with the proxies from the Meeting is in order, it is not clear why the Company would go to such extremes to prevent a fairly common proxy review process.
There are numerous reasons a review is warranted. At the Meeting, Aimia reported that a majority of shareholders voted against Aimia’s Chairman and the Company’s “Say on Pay” while no other director received more than 52.41% of the votes cast in their favour. Mithaq finds it curious that while the Chairman was voted out and the “Say on Pay” vote failed, all other directors managed to squeak through and retain their positions on the Board. There were also many irregularities in Aimia’s conduct of the Meeting, as previously disclosed by Mithaq.
Given the closeness of the vote and the irregularities in the Meeting’s conduct, Mithaq believes a review is warranted. Moreover, such reviews are commonplace. Why would Aimia object to a review of the votes, unless it believes there is something to hide?
In the meantime, Aimia’s Board is also flouting the will of shareholders by allowing the Company’s Chairman, David Rosenkrantz, to continue to serve more than one month after he was decisively voted out by a majority of shareholders at the Meeting.
Fellow concerned shareholders should also be aware that Aimia is seeking an extraordinary and unprecedented court-imposed standstill which may stop Mithaq from taking any actions disclosed in its most recent early warning report filed on SEDAR on May 25, 2023 (including preventing Mithaq from requisitioning a special meeting of Aimia shareholders, voting its shares or acquiring additional shares).
Rather than answer to shareholders, Aimia continues to take steps to hinder the corporate democratic process, seeking to unfairly cast Mithaq’s attempts to improve governance and performance at Aimia in a poor light to obscure Aimia’s own shortcomings and the fact that – at best – most of its directors retained their Board positions by the slimmest of margins and will likely fail in this regard at the next meeting of shareholders, should they not do the right thing and resign first.
The use of shareholder resources on lawyers and advisors to entrench when Aimia should instead be focused on seeking to improve its strategy and results is alarming, but not surprising given the Board’s recent conduct.
Given the board’s conduct and aggressive litigation strategy, Mithaq is concerned that Aimia may attempt further entrenchment tactics, such as an unnecessary private placement of shares to dilute the ownership of all shareholders, including concerned shareholders like Mithaq.
Mithaq is putting Aimia on notice that Mithaq will use all levers available to it to defend existing shareholders from such abusive and entrenching tactics.
Aimia does not require new equity financing. Management has recently stated that the Company has ample cash. Aimia’s management said on the Company’s May 12 conference call that the Company expected to have an estimated $126 million of cash and liquid investments on hand after the closing of its most recent acquisition and “this liquidity position provides sufficient cash and liquid resources to support the funding of our Holdco as well as opportunities to support our businesses or renew the [Company’s] NCIB“ or normal course issuer bid share buyback plan.
Chief Executive Officer Phillip Mittleman went on to say that “we’re confident that we’re going to have plenty of cash to execute what we need to execute.”
Given the recent rebuke of the Board of Directors at the Meeting, and Aimia’s subsequent statements that the Company has ample cash, any reasonable person would be right to question the true rationale behind any potential fundraising at the expense of existing shareholders and to note how it could serve to further entrench the Board.
Mithaq is an affiliate of Mithaq Holding Company, a family office based in Saudi Arabia with investments in public equities, real estate, private equity and income-producing assets in local and international markets. Mithaq is a segregated portfolio company existing under the laws of the Cayman Islands.
CONTACT: Mithaq Capital SPC, +966 11 222 22 10, mithaq-capital@mithaqholding.com, Saudi Arabia, P.O. Box 86611, Riyadh 11632
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