Toronto, Ontario--(Newsfile Corp. - June 22, 2020) - Mittleman Investment Management, LLC ("Mittleman") will be filing an early warning report pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues ("NI 62-103") in respect of the common shares ("Common Shares") of Aimia Inc. (the "Issuer").
On June 19, 2020, the Issuer successfully closed its previously announced acquisition of Mittleman Brothers, LLC ("MB"), the parent company of Mittleman (the "Transaction"). On closing of the Transaction, certain officers and employees ("Designated Persons") acquired 1,014,927 Common Shares. In addition to the Common Shares issued to the Designated Persons on closing of the Transaction, 452,603 Common Shares may be issued to Designated Persons in connection with the Transaction, which will be held back for earnout and performance related targets, namely a significant increase in Mittleman's assets under management and/or the Issuer's share price trading at a weighted average of $6.00/share or higher over a consecutive 20 day trading period.
Mittleman exercises control or direction over Common Shares (but is not deemed to have beneficial ownership of such Common Shares) through its discretionary investment authority over managed accounts (the "Accounts"). Furthermore, Mittleman may be deemed to exercise control or direction over the Common Shares beneficially owned by the Designated Persons in accounts over which Mittleman does not exercise control or direction (and Mittleman disclaims any beneficial ownership thereof). On the closing of the Transaction, with regard to the Accounts, Mittleman gave up its discretionary investment authority over 2,619,822 Common Shares held in retirement accounts thereby resulting in a loss of control or direction by Mittleman of more than 2% of the outstanding Common Shares of the Issuer since May 27, 2020 (such date being the date Mittleman last filed a Form 62-103F1) (the "Last Reporting Date").
As of the date hereof, Mittleman owned or exercised control or direction over 13,554,228 Common Shares on behalf of the Accounts, representing a security holding percentage of approximately 14.07% of the 96,347,167 outstanding Common Shares of the Issuer as of June 19, 2020, provided by the Issuer's Transfer Agent, AST Trust Company (Canada) and reflecting the issuance of Common Shares in connection with the Transaction (collectively, the "Updated Outstanding Shares"). This represents a decrease in the security holding percentage of 3.97% of the outstanding Common Shares of the Issuer from the Last Reporting Date. As at the Last Reporting Date, Mittleman owned or exercised control or direction over 16,930,852 Common Shares on behalf of the Accounts, representing a security holding percentage of approximately 18.04% of the then 93,838,329 outstanding Common Shares of the Issuer, as set out in the Issuer's condensed interim consolidated financial statements date May 12, 2020 (the "Interim Financials"). Included in the security holdings of the Accounts at the Last Reporting Date are 12,500 Common Shares beneficially owned by MB which have since been sold.
If Mittleman is deemed to exercise control or direction over 1,234,404 Common Shares beneficially owned by the Designated Persons (and Mittleman disclaims any beneficial ownership thereof), Mittleman would be deemed to exercise control or direction over 14,788,632 Common Shares representing a security holding percentage of approximately 15.35% of the Updated Outstanding Shares. This represents a decrease in the security holding percentage of 3.14% of the outstanding Common Shares of the Issuer from the Last Reporting Date. Since the Last Reporting Date, certain Designated Persons holding 318,116 Common Shares are no longer employed by Mittleman and are no longer considered acting jointly or in concert with Mittleman. As at the Last Reporting Date, if Mittleman is deemed to have exercised control or direction over the 414,593 Common Shares beneficially owned by the Designated Persons (and Mittleman disclaims any beneficial ownership thereof), Mittleman would have been deemed to exercise control or direction over 17,345,445 Common Shares representing a security holding percentage of approximately 18.48% of the Common Shares as set out in the Interim Financials.
As noted above, a report on Form 62-103F1 - Required Disclosure under the Early Warning Requirements will be filed by Mittleman in accordance with applicable securities laws and will be available on the Issuer's profile on the SEDAR website (www.sedar.com).
This news release is issued under the early warning provisions of the Canadian securities legislation. The head office of the Issuer is 777 Bay Street, Suite 2901, Toronto, Ontario M5G 2C8. The address of Mittleman is 105 Maxess Road, Suite 207, Melville, NY 11747.
FOR MORE INFORMATION:
For further information or to receive a copy of the early warning report filed in connection with this press release, please see the Issuer's profile on the SEDAR website (www.sedar.com) or contact Evan R. Newman, President at 212-217-2340.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/58356
