NEW YORK, July 16, 2019 /PRNewswire/ -- In response to investor inquiries, Mittleman Brothers LLC ("Mittleman" or "we" or "our"), a value-oriented investment firm which through subsidiaries and with affiliates is the largest shareholder of Aimia Inc. (TSX: AIM) ("Aimia" or the "Company") owning or exercising control over approximately 23.3% of its outstanding shares, today commented on the recent appointment of two new Directors to Aimia's board (the "Board").
Aimia's appointment of these two new Directors was announced on July 15, 2019 and came only 17 days after the Company's annual general meeting on June 28, 2019 (the "AGM"). These two new Directors were not presented to or elected by shareholders at the AGM. Nor were their appointments discussed or canvassed in any way with Mittleman, Aimia's largest shareholder.
Mittleman's nominee to the Board – Phil Mittleman – was only given notice of the proposed appointments on Sunday, mere hours before the Board meeting early Monday morning at which these two nominees were appointed. The nominees' appointment was not made with the unanimous consent of the Board and Mr. Phil Mittleman formally dissented from the vote.
We note that increasing the Board size by 33.3% from six to eight reverses Aimia's previously stated goal of reducing the Board size to six to cut costs in acknowledgement of Aimia's reduced size, scope, and cash flow post-Aeroplan. How are shareholders to reconcile these appointments with this excerpt from Aimia's May 29, 2019 press release:
"Consistent with its commitment to right-size and realign the Board of Directors with the company's strategic direction, the Board is expected to be comprised of six directors following the Meeting, compared to nine directors a year ago and the twelve directors presented in the 2017 management information circular."
The Canadian Coalition for Good Governance ("CCGG"), an organization which represents over 50 institutional shareholders that collectively own or manage nearly C$4 trillion of assets and which has a mandate to promote good corporate governance at Canadian public companies, encourages both independent directors and shareholders to communicate with each other on board composition on a regular basis. It is CCGG's view that on-going open-minded dialogue between boards and shareholders on director selection will lead to better boards: more independent and less vulnerable to capture by management, more diverse and more representative of a larger array of perspectives, including shareholders. It also will assist with board refreshment.
Mittleman regrets that Aimia's current Board has not embraced CCGG's laudable approach to board composition.
Mittleman believes that public companies, such as Aimia, should respect basic principles of shareholder democracy and that directors should be elected by shareholders – and not furtively appointed after the fact. Given its recent actions, Aimia's Board – including its two new appointees – should not assume support from Mittleman.
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 extremely undervalued securities, while maintaining its focus on limiting risk.
Mittleman Brothers was ranked #1 out of 404 composites/funds in the Broadridge/Lipper International Equity category for the 10 years ended 03/31/2019 (the most recent report available): https://marketplace.broadridge.com/Marketplace/WBMM/Search/1/20/40
As of the date hereof, MIM exercised control or direction over 27,347,266 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.
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.
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SOURCE Mittleman Brothers, LLC