Aimia (TSX:AIM) told investors that it will weigh up a C$3.66 per share takeover proposal from its largest shareholder Mithaq Capital against other options aimed at enhancing value, including some already under considration.
Announcing the proposed offer on Tuesday, Mithaq, the family office for the wealthy Saudi Arabaia Al Rajhi family, said it had "zero faith" in the ability of the Aimia (TSX:AIM) board and management to act in the best interests of Aimia (TSX:AIM) or its shareholders, and believed the proposed offer was its only remaining option.
Responding to Mithaq, Aimia (TSX:AIM) interim chair Karen Basian commented: "It is the Board's duty to evaluate all bona fide takeover bids.”
"Shareholders can rest assured that we take this duty seriously and will rigorously evaluate the Proposed Offer once it is received and make a recommendation consistent with our mandate to consider all reasonable stakeholder interests and maximize value,” Basian added.
The company said it would also consult with its legal and financial advisers on the offer.
Aimia is currently suing Mithaq for various alleged breaches of the Securities Act (Ontario). The trial is scheduled to begin on January 8, 2024.
Mithaq, which owns a near 31% stake in Aimia, noted that the all-cash offer is pitched at a 20% premium to Aimia’s closing price of $3.05 a day earlier.
Buying out the company would crystalize “full and certain value and immediate liquidity” for shareholders. If the proposed offer is not successful, and no other offer is made for Aimia, Mithaq said it believed the trading price of Aimia’s shares will decline to pre-offer levels.
“It is evident that the Aimia board and management remain intent on proceeding with their misguided and misaligned business strategy even though it is clear that the results continue to disappoint and that a large proportion of Aimia's shareholders have lost confidence in that path,” Mithaq said in the statement.
“Shareholders sent a clear message at the last annual meeting of shareholders on April 18, 2023 , when no director of Aimia received more than 52.41% of votes cast in favour of their re-election and the previous Chair of the Aimia board was defeated with 58.31% of the votes cast against him.”
Aimia's shares traded 12.7% higher at C$3.46 by midday in Toronto.
Contact the author at stephen.gunnion@proactiveinvestors.com