- Mithaq urges Board to respect securities laws and reporting obligations
- Stalling continues a disturbing trend of flouting rules that protect shareholder democracy
TORONTO, April 20, 2023 /PRNewswire/ — Mithaq Capital SPC (“Mithaq“), the largest shareholder of Aimia Inc. (TSX: AIM) (“Aimia“) holding 19.9% of Aimia’s common shares, called upon Aimia’s board of directors (the “Board“) to stop stalling and disclose full voting results from the annual meeting of shareholders (the “Meeting“) held on April 18, 2023.
Under applicable securities laws, Aimia is required to release voting results promptly after the close of the Meeting. Yet more than 24 hours have passed and Aimia has not done so.
As reported at the Meeting, Aimia’s chairman, David Rosenkrantz, was not re-elected and Aimia’s “Say on Pay” advisory resolution failed to pass. Curiously, in Aimia’s press release on April 18, 2023 regarding the results of the meeting, the Board saw fit to exclude the detailed voting results required by securities laws and did not comment on the failure of the “Say on Pay” resolution and its approach to compensation.
This stalling tactic and lack of transparency shows a fundamental lack of respect for shareholder democracy. Shareholders and market participants deserve to know the full details of the vote and this right is protected by securities laws.
Aimia shareholders should ask themselves why the Board is reluctant to release the results. Could it be that the Board is embarrassed by the strong signal sent by numerous unhappy shareholders voting against directors and for change at the Board level and is trying to bury the news of the actual results? Is Aimia attempting to disqualify votes to change the results?
Moreover, the Board’s statement that they intend to ask Mr. Rosenkrantz to stay on for an additional 90 days despite shareholders having voted him off the Board, though legally permitted, is unnecessary and shows contempt for the wishes of shareholders.
Mithaq has previously detailed numerous reasons why Aimia requires better governance than has been delivered by its Board and why Mithaq voted against the Board.
Aimia’s actions with regard to the vote results continue a disturbing pattern of disrespect for shareholder democracy. These include:
- Hastily and clumsily calling the Meeting for April 18, 2023, weeks earlier than Aimia has historically held its annual general meetings. Mithaq suspects this was an attempt to thwart any ability of shareholders to nominate directors for election at the meeting since, pursuant to Aimia’s advance notice by-laws, it would leave only ten days for shareholders to do so.
- Filing the notification of meeting and record dates on Friday, March 3, 2023 for a record date of Monday, March 6, 2023. This is a highly unusual tactic that effectively provided no notice to shareholders. Furthermore, while securities laws permit an issuer to abridge the requirement that the notification of meeting and record dates be sent 25 days before the record date, Aimia has not yet filed the required abridgment certificate.
- Not placing the notice that is required by the Canada Business Corporations Act to be published in a newspaper seven days prior to the record date until after the record date in the March 7, 2023 edition of The Globe and Mail.
Aimia shareholders deserve better, and should consider whether this Board is acting in their best interests.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under Aimia’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. Aimia’s head office address is 176 Yonge Street, 6th Floor, Toronto, Ontario M5C 2L7.
Mithaq holds the Common Shares for investment purposes. Mithaq will continue to review the performance and prospects for this investment and investment alternatives. As part of the ongoing review of its investment in Aimia, Mithaq may explore from time to time a variety of alternatives it deems appropriate, including (i) increasing or decreasing its position in Aimia through, among other things, the acquisition or disposition of securities of Aimia through the open market or in privately negotiated transactions or otherwise, (ii) entering into transactions that increase or hedge its economic exposure to such securities without affecting its beneficial ownership of such securities and/or (iii) continuing to hold its current position.
Mithaq may explore from time to time other alternatives with respect to its investment in Aimia, including, but not limited to, developing plans or intentions or taking actions itself or with joint actors which relate to or would result in one or more of the transactions or matters referred to in paragraphs (a) through (k) of Item 5 of Mithaq’s Early Warning Report filed on SEDAR. For greater certainty, Mithaq may: (a) engage with management and/or the Board concerning the foregoing and its business, management, operations, capitalization, financial condition, governance, strategy and future plans (including taking any actions it deems appropriate to influence the affairs of Aimia); (b) initiate or make public or private proposals or offers involving Aimia, including (i) any takeover bid, amalgamation, consolidation, acquisition, business combination, arrangement, recapitalization, restructuring, liquidation, dissolution, disposition of assets or other similar transactions involving Aimia (including its subsidiaries and joint ventures or any of their respective securities or assets), and (ii) any waiver, amendment or modification to Aimia’s articles of incorporation or by-laws; (c) initiate, solicit or join as a party, any litigation, arbitration or other proceeding (including regulatory proceedings) involving Aimia or any of its subsidiaries or any of its or their respective current or former directors or officers (including derivative actions and exercising any dissent rights); (d) initiate, propose, encourage, advise, influence or otherwise participate in the solicitation of proxies with respect to the voting of any securities of Aimia on any matter (including pursuant to any available exemptions under applicable laws); (e) grant any proxy with respect to the securities of Aimia; (f) engage in any short sale or similar transaction that derives value from a decline in Aimia’s securities; (g) deposit any securities of Aimia into a voting trust, or subject any securities of Aimia to any agreement or arrangement with respect to the voting of such securities; (h) (i) call, requisition or seek to call or requisition a meeting of the shareholders of Aimia, (ii) seek election or appointment to, or representation on, the Board or (iii) effect the removal of any member of the Board or otherwise alter the composition of the Board (including by voting against the directors or through any “no vote” or similar campaign or proposing nominees); (j) submit, or induce any person to submit, any shareholder proposal; (k) enter into any agreement with Aimia (including any settlement or resolution agreement); (l) retain any advisors in furtherance of any of the foregoing; (m) make any request for securityholder list materials or other books and records of Amia or any of its subsidiaries including under any statutory or regulatory provisions providing for shareholder access to such securityholder list materials, books and records of Aimia or its subsidiaries; (n) enter into discussions, agreements or understandings with any person with respect to or in contemplation of the foregoing or advise, assist, support or encourage any person to take any action consistent with the foregoing; and (o) make any public disclosure of any consideration, intention, plan or arrangement with respect to or in contemplation of any of the foregoing.
Although the foregoing reflects activities presently contemplated by Mithaq with respect to its investment in Aimia, the foregoing is subject to a number of factors, including but not limited to, the price of Aimia’s securities, Aimia’s business and financial condition and prospects, conditions in the securities markets and general economic and industry conditions, the availability of funds, the evaluation of other investment opportunities available to Aimia, and is subject to change at any time, and there can be no assurance that Mithaq will take any of the actions referred to above.
For further information, including a copy of the corresponding report filed with Canadian securities regulators, please visit www.sedar.com or contact Mithaq Capital SPC, Saudi Arabia, P.O. Box 86611, Riyadh 11632, Attention: Turki Saleh AlRajhi (tel. +966 11 222 22 10).
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.
Mithaq Capital SPC, +966 11 222 22 10, email@example.com; Saudi Arabia, P.O. Box 86611, Riyadh 11632
SOURCE Mithaq Capital SPC