GAPFF - Mittleman Brothers LLC Issues Statement Concerning Aimia Inc.
NEW YORK, July 10, 2019 /PRNewswire/ -- In response to investor inquiries, Mittleman Brothers LLC ("MB" or "we"), which through subsidiaries and with affiliates is the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia") owning or exercising control or direction over approximately 23.3% of its outstanding shares, today commented on Aimia's annual meeting of shareholders (the "AGM") held in Toronto on June 28, 2019.
Representatives of MB were present at Aimia's AGM and observed the same irregularities which were recently identified by the Aimia Shareholders for Accountability in their July 8, 2019 press release. Although MB is not party to any voting or other agreement with these shareholders, we are sympathetic to their concerns raised in respect of the conduct of the AGM.
At the time of the AGM, MB was subject to an agreement dated March 23, 2018 with Aimia (the "Standstill Agreement") pursuant to which MB agreed, among other things, (i) to vote in favour of the election of all Aimia's director nominees; (ii) to vote in favour of any other matters related to Aimia's board of directors (the "Board") or associated with executive compensation (including, for greater certainty, advisory resolutions related to "say-on-pay"); (iii) to vote in favour of all other matters recommended unanimously by the Board to shareholders for approval at any annual or special meeting of shareholders; and (iv) not to vote against any other matters that may be recommended by the Board to shareholders for approval at any annual or special meeting of shareholders. In compliance with the Standstill Agreement, MB voted at the AGM in favour of all of Aimia's director nominees and its say-on-pay resolution.
Based on Aimia's press release on voting results dated July 1, 2019, we note that in the absence of our support at the AGM, other than for Phil Mittleman (i.e., "MB Vote Unconstrained"), none of Aimia's other director nominees – other than Phil Mittleman – would have received support from the majority of shares voted:
Votes For |
% Votes For |
Votes Withheld |
% Votes Witheld |
"Votes For" With MB Vote Unconstrained |
% "Vote For" With MB Vote Unconstrained |
Philip Mittleman |
73,672,904 |
90.61% |
7,635,789 |
9.39% |
73,672,904 |
90.61% |
Jeremy Rabe |
62,768,265 |
77.20% |
18,540,428 |
22.80% |
35,573,291 |
43.75% |
William (Bill) McEwan |
62,521,985 |
76.89% |
18,786,708 |
23.11% |
35,327,011 |
43.45% |
Linda Kuga Pikulin |
50,865,849 |
62.56% |
30,442,844 |
37.44% |
23,670,875 |
29.11% |
Robert (Chris) Kreidler |
50,134,684 |
61.66% |
31,174,009 |
38.34% |
22,939,710 |
28.21% |
Thomas D. Gardner |
49,947,014 |
61.43% |
31,361,679 |
38.57% |
22,752,040 |
27.98% |
On July 1, 2019, MB's voting obligations under the Standstill Agreement terminated.
We believe that public companies, such as Aimia, should respect basic principles of shareholder democracy and the rights of its shareholders to be heard. With the termination of MB's voting obligation under the Standstill Agreement, Aimia's Board should not assume continued support from MB.
About Mittleman Brothers LLC:
Mittleman Brothers LLC is a holding company which wholly owns Mittleman Investment Management LLC ("MIM"), an SEC-registered investment adviser that provides discretionary portfolio management to institutional investors and high-net-worth individuals. MIM pursues superior returns through long-term investments in what it deems to be severely undervalued securities, while maintaining its focus on limiting risk.
As of the date hereof, MIM exercised control or direction over 27,378,366 common shares of Aimia Inc. ("Common Shares") on behalf of accounts over which MIM exercises control or direction through its discretionary investment authority (the "Accounts"). This represents approximately 23.3 % of the issued and outstanding Common Shares disclosed by Aimia. Included in the security holdings of the Accounts are 12,500 Common Shares beneficially owned by Mittleman Brothers, LLC ("MB"), an affiliate and joint actor of MIM.
In addition, 359,847 Common Shares are beneficially owned by MIM's officers and employees.
About Aimia:
Aimia Inc. (TSX: AIM) is a loyalty and travel consolidator focused on growing earnings through its existing investments and the targeted deployment of capital in loyalty solutions and other sub-sectors of the loyalty and travel markets.
Aimia's investments in travel loyalty include the Club Premier program in Mexico, which it jointly controls with Aeroméxico through its investment in PLM, and an investment alongside Air Asia in travel technology company BIGLIFE, the operator of BIG Loyalty.
Aimia also operates a loyalty solutions business, which is a provider of next-generation loyalty solutions for many brands in the retail, CPG, travel & hospitality, and financial services verticals.
For more information about Aimia, visit www.aimia.com.
SOURCE Mittleman Brothers, LLC