- New board will revitalize Aimia. Fully independent nominees bring superior capital allocation skills, public company, financial and legal expertise to work in the interest of long-suffering shareholders who have lost over 80% of the value of their investment over the last five years.
- This proposed slate includes four new directors and four existing directors on the Aimia Board. The new directors include Joel Schachter (proposed Chairman), David Rosenkrantz, Charles Frischer and Michael Lehmann.
TORONTO, Sept. 12, 2019 (GLOBE NEWSWIRE) -- Aimia, Inc. (TSX: AIM) (Other OTC: GAPFF) (“Aimia” or the “Company”) shareholders (the “Aimia Shareholders for Accountability”), including, but not limited to Charles Frischer and Michael Lehmann, together owning not less than 5% of the issued and outstanding shares of the Company, announce that they have requisitioned a special meeting of shareholders for the purpose of replacing four members of the board of directors (the “Board”) of the Company.
The Aimia Shareholders for Accountability are requesting that the four longest serving Aimia Board members, Thomas D. Gardner, Robert Kreidler, William McEwan and Jeremy Rabe, who have overseen significant shareholder losses since 2016, be replaced with four new independent highly-qualified and accountable directors who bring significant capital allocation, public company, financial and legal experience. The Aimia Shareholders for Accountability are also keeping the newest four members appointed to the Board. The Aimia Shareholders for Accountability are also seeking a mandate from shareholders for the new board to revisit the capital allocation of the company, whose sole focus today is on the loyalty space. The Company has essentially not been able to generate consistent profits from loyalty assets for the past 15 years.
The New Nominees are:
Joel S. Schachter
Joel S. Schachter, 70, Toronto, Ontario, Canada, is a retired partner of the law firm, Goodmans LLP since December 31, 2015. Mr. Schachter was admitted to the Quebec Bar in 1973 and the Ontario Bar in 1980. He practiced in Montreal from 1973 to 1977. From 1977 to 1980, he was Senior Rulings Officer at the Foreign Investment Review Agency (the predecessor to Investment Canada). From 1980 to December 31, 2015, he practiced with Goodmans LLP in Toronto, becoming a partner in 1985. His practice included business acquisitions and divestitures in addition to a variety of business, commercial and corporate matters.
His practice since 1980 involved his expertise in the field of foreign investment and Investment Canada. In October 1987, he was retained by the Canadian federal government to participate in the negotiation and drafting of the Canada – U.S. Free Trade Agreement with particular responsibility for a number the provisions affecting investment. He is a co-author of “The Free Trade Agreement – A Comprehensive Guide.”
David Rosenkrantz P.Eng. MBA, 61, Ontario, Canada, has been involved in the investment industry for over 30 years. He initially joined a private investment banking boutique in 1986, and in 1993 he co-founded Patica Corporation, a private merchant bank specializing in financing the equity requirements of small-cap, high growth companies. He graduated from Carleton University with a Bachelor Of Engineering (Civil) degree in 1979 and became a Professional Engineer in 1981. Mr. Rosenkrantz also holds a Masters of Business Administration from York University.
Mr. Rosenkrantz has broad knowledge of both private and public capital markets. His strengths include board governance and audit committee work, financial structuring, negotiations with lenders, and acquisition negotiations.
Mr. Rosenkrantz has held the following positions in public companies over the last 5 years: Chairman of Carfinco Income Fund (CFN), Canada’s largest independent sub-prime auto lender (sold to Banco Santander in 2015); Director and Member of the Audit Committee of NexgenRx Inc. (NXG), a leading drug adjudication business; and currently Chairman and past Chair of the Audit Committee of Aurora Spine Corporation (TSXV:ASG), a spinal implant company. He also has other public company experience, including Director, PreMD Inc. (PMD, PME); Director and past Chairman of the Board of Stellar Pharmaceuticals Inc. (SLX, SLXCF); Lead Director of Medisystem Technologies Inc. (TMDY, acquired by Shoppers Drug Mart Corp.). In addition to the above, Mr. Rosenkrantz has invested in and held board and management positions in several private companies.
Michael Lehmann, 50, Rye, New York, USA, is the Founder and Managing Member of LARC Capital Holdings LLC, a privately held partnership, the owner of a diverse investment portfolio of businesses. Prior to launching LARC Capital in 2016, Mr. Lehmann was a Partner and Portfolio Manager at Third Avenue Management, LLC for over 18 years, a highly respected SEC registered Investment Advisor. As Third Avenue grew, Mr. Lehmann’s responsibilities grew to include Co-Manager of the Third Avenue Value Fund (TAVFX) – Third Avenue’s flagship investment product with $5.0B of mutual fund assets, Lead Manager of Third Avenue Separate Account business, Portfolio Manager of the Global Value Equity product, reaching $6B in investable assets, Co-Lead PM of Third Avenue Balanced Fund and Lead Manager of Third Avenue Variable Series Fund, where the Fund was awarded the Lipper award for best 5-year track record and SOLIS Partners, a multi-class Investment Partnership where he was a Member of the Investment Committee. Earlier in his career, Mr. Lehmann was a Vice President of Gabelli Funds, Inc, an Investment Advisor to the Gabelli Mutual Funds and an Associate Portfolio Manager of private investment portfolios with Mario J. Gabelli. In his investment career, Mr. Lehmann has invested in a wide array of industries, including: Financials, Industrials, Real Estate, Consumer and discretionary goods, and natural resources.
Mr. Lehmann’s areas of expertise include Investment analysis, Capital Markets, M&A, Executive Leadership, Integration and Oversight. Mr. Lehmann has Bachelor of Science degree with a primary concentration in Finance and a secondary concentration in Marketing from Fordham University.
Mr. Frischer, 52, Seattle, Washington, USA, is the general partner of LFF Partners, a family office based in Seattle, WA, a position he has held since 2004. LFF Partners is focused on generating market beating risk-adjusted returns over 3-5 year periods. Current large holdings at LFF Partners include Fairfax Financial, E-L Financial, Costco, Omeros, Aimia, ECN Capital, Berkshire Hathaway, Getswift and Brookfield Asset Management.
Prior to working at LFF Partners, Mr. Frischer was a Principal at Zephyr Management, L.P., a New York based private equity firm (2005-2008). At Zephyr he was responsible for overseeing a 5,000 unit multi-family apartment portfolio, including new acquisitions, financing, asset management and dispositions. While there he placed over $210 million in financing for the fund and oversaw the acquisition of $75 million in new assets. Mr. Frischer was employed by Capri Capital from 1995 to 2005, rising to Senior Vice President. Mr. Frischer was responsible for financing more than $800 million multi-family and commercial loans during his 10-years at the firm. Mr. Frischer was also an Asset Specialist for the Resolution Trust Corporation (1990 to 1993) and was co-manager of the $1 billion tax-exempt bond sales initiative and the lead manager for the RTC National Environmental property sale. Mr. Frischer graduated from Cornell University in 1988 with a A.B. in Government from the College of Arts and Sciences.
Mr. Frischer’s prior public company board experience includes being a board member of Imageware Systems (IWSY) from September 2017 until May of 2019.
Need for Immediate Change: The Board’s Track Record of Value Destruction. Aimia has lost over 80% of its value over the last 5 years. In addition, the shares are down over 50% since December 1, 2016, when William McEwan and Thomas D. Gardner both joined the Board. The Board has made, and continue to make, business decisions that have not benefited shareholders.
“I remain shocked at Aimia’s board’s behavior towards me and other large shareholders,” said Charlie Frischer. Mr. Frischer continued, “At some point, you just have to stand up for your rights as a shareholder and stop the value destruction of entrenched boards. While I have never run a proxy campaign in 30 years of investing, I feel that all the shareholders of Aimia need the opportunity to vote in favor of change.”
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable securities laws. Although the Aimia Shareholders for Accountability have delivered the requisition, there is currently no record or meeting date set for the meeting and shareholders are not being asked at this time to execute a proxy in favour of the Nominees or any other resolution set forth in the requisition. In connection with the meeting, the Aimia Shareholders for Accountability may file a dissident information circular in due course in compliance with applicable securities laws.
The information contained herein and any solicitation made by the Aimia Shareholders for Accountability in advance of the meeting is, or will be, as applicable, made by the Aimia Shareholders for Accountability and not by or on behalf of the management of Aimia, Inc. All costs incurred for any solicitation will be borne by the Aimia Shareholders for Accountability, provided that, subject to applicable law, the Aimia Shareholders for Accountability may seek reimbursement from Aimia, Inc. of their out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of Aimia’s board.
The Aimia Shareholders for Accountability are not soliciting proxies in connection with the meeting at this time. The Aimia Shareholders for Accountability may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Aimia Shareholders for Accountability.