AIMIA FILES INFORMATION CIRCULAR, ANNOUNCES PROPOSED DIRECTOR NOMINEES, AND ISSUES LETTER TO SHAREHOLDERS
The Company also acknowledged that it has received notice from a shareholder, pursuant to the Company's advance notice provisions, of its intention to propose a slate of six dissident nominees at the Company's Board of Directors at the AGM. The Company is reviewing the submission and will respond in due course. In the meantime, there is no need for shareholders to take any action.
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Tom Finke , a seasoned financial services executive with more than 30 years of experience in the asset management and investment industries.Mr. Finke was appointedAimia's Executive Chairman onJanuary 11, 2024 . -
Robert Feingold , an accomplished financial professional with more than 25 years of experience in investment management, investment banking and commercial banking. -
Linda Habgood , a seasoned emerging market finance specialist with more than 35 years of experience arranging and closing complex debt and equity transactions. -
Thomas Little , ICD.D, an accomplished executive with more than 40 years of experience leading transformational change across organizations. -
James Scarlett , ICD.D., formerly the Executive Vice-President and Chief Legal Officer atHydro One Inc. , an electricity transmission and distribution provider, and formerly a Senior Partner atTorys LLP , one ofCanada's leading law firms, where he held a number of leadership roles, including head ofTorys' Capital Markets Group ,Mining Group and International Business Development strategy.Mr. Scarlett was also seconded to theOntario Securities Commission in 1987 and was appointed as the first Director of Capital Markets in 1988, a position he held until his return to private law practice in 1990. -
Ioannis (Yannis) Skoufalos , a global supply chain and procurement expert with more than 35 years of senior management experience at Procter & Gamble. -
Jordan Teramo , an experienced financial and credit portfolio manager, with more than 25 years of experience in leveraged capital structure investing and portfolio management.
"After almost five years of successfully working through significant challenges, the time is right for me to step down as Director," said
"On behalf of the Board, I would like to thank Karen for her many contributions during her tenure as Lead Independent Director, Audit Committee Chair, and member of various committees," said
"Dear Fellow Shareholders:
On
I have also spent a considerable amount of time speaking with many of you, listening to your investor-perspective on
Several consistent themes emerged from my discussions with shareholders. Among them included the opinion that
We are focused on addressing many of these concerns and positioning
- Replacing members of the senior leadership team, resulting in the elimination of more than
$2 million of annual executive compensation expenses. - Strengthening
Aimia's corporate governance with additional changes to the Board and Committee leadership. - Providing more clarity on the value of and reasons for write-downs of
Aimia's non-core investments. - Successfully monetizing more than
$11 million worth of shares of Capital A. - Enhancing
Aimia's financial reporting disclosures to better highlight the contributions of Bozzetto and Cortland, including providing guidance that on a combined basis our core businesses will generate adjusted EBITDA in the range of$80 to$85 million in 2024. - Terminating agreements with Paladin Private Equity, delivering a number of benefits to shareholders, including eliminating all future carried-interest payments, removing minority governance rights, and ending
$1.1 million of annual advisory service payments. - Engaging with investors, including
Aimia's largest shareholder,Mithaq Capital , to provide updates and transparency into these initiatives.
While much has been achieved since early January, we still have work to do to restore investor confidence in
To accomplish this, our priorities will center on three main objectives: First, unlock the full value of our core holdings, Bozzetto and Cortland, two global companies operating in specialty markets with significant organic and accretive growth potential. Second, continue to responsibly monetize our non-core assets in an expedited manner. And third, optimize
Achieving these objectives starts with ensuring that we hit our operating and financial goals for the remainder of 2024, which include continuing the integration of
This is only the start.
Over the next few months, we will also complete a comprehensive review of
Paths we have NO intention of taking include investing in a new core business, investing in a new non-core assets or making new investments in our existing non-core assets.
We expect to work with third-party advisors in a disciplined process to help determine
I want to thank the many shareholders who have been supportive of our recent efforts. As a fellow shareholder, I am optimistic about the Company's ability to execute a strategic plan and to unlock upside value for all shareholders.
I will expand on the details of our strategic roadmap and near-term priorities at our annual meeting of shareholders, scheduled for
On behalf of the Board of Directors, I would like to thank you for your support and continued engagement through a period of significant change for our Company. As a fellow shareholder, I am optimistic about the Company's ability to execute on a sound and value-creating strategic plan and create value for all shareholders in an accelerated fashion.
Finally, I would like to take this opportunity to encourage you to vote your shares in advance of our meeting. Shareholders are being asked to vote on a number of resolutions related to the selection of our auditors, the appointment of Directors to our Board, and Executive Compensation.
I look forward to your feedback and continued engagement."
Executive Chairman
For more information about
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 Company's review of the advance notice submission, approval of the NCIB by the TSX, the timing and size of the NCIB, the number of common shares that can be purchased under the NCIB, our current and future plans, expectations and intentions with respect to the NCIB and
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.sedarplus.ca. 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.
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