“Great leaders are not defined by the absence of failure, but by the resilience shown in the face of failure.”
This sentiment resonates deeply within legal services, where leaders are tasked with navigating complex challenges and shaping the future of their organizations. In this demanding field, true influence is demonstrated through the commitment to guiding teams, upholding ethical standards, and steering organizations through turbulent times with both vision and empathy.
Mathieu Giguère, Chief Legal Officer and Corporate Secretary at Aimia Inc., embodies this kind of impactful leadership. Amidst Aimia’s recent legal and governance upheavals, Mathieu’s deft handling of intricate disputes and strategic oversight has proven invaluable. His ability to balance legal expertise with a forward-thinking approach has not only fortified Aimia’s position but has also highlighted his role as a beacon of excellence in the legal profession. Mathieu’s dedication to navigating his company through challenging waters while fostering a culture of resilience and integrity makes him a standout figure among influential leaders in legal services.
From Private Practice to Corporate Leadership
Mathieu’s career illustrates his adaptability and foresight. Initially exploring various paths, including professional tennis player, economics, and firefighting, he found his direction through a scholarship to the University of Ottawa’s law school. Despite lacking initial connections in the legal field, Mathieu pursued a legal career, starting with private practice where he specialized in litigation. This experience paved the way for his nearly 12-year tenure at National Bank Financial, where he navigated challenges in investment banking, equity capital markets, debt and credit capital markets, proprietary tradings and private equity investments.
Mathieu began his legal career at McCarthy Tétrault in Montreal, focusing on professional malpractice and commercial litigation. He then joined the commercial litigation boutique Woods, contributing to high-profile cases such as the 2006 asset-backed commercial paper crisis where Woods represented many Plaintiffs. His subsequent in-house role at BMO provided further experiences in the banking and investment fields before he moved to National Bank Financial, where he led teams on the Capital Markets side. This diverse background prepared him for his leadership role at Aimia.
Journey and Role at Aimia
Mathieu joined Aimia Inc. in May 2023, stepping into his role shortly after a contested AGM where the Chairman of Aimia was not reelected. A family office from Saudi Arabia, Mithaq Capital SPC (Mithaq), instituted a No Vote campaign against Aimia’s Board of Directors, requesting changes in, among all, Aimia’s investment strategy and governance. Following the AGM, seven out of the eight directors retained their positions, but the chairman of Aimia did not secure the required 50% vote and was not reelected on the Board of directors.
Mathieu was appointed as the Chief Legal Officer and Corporate Secretary at Aimia Inc. after this significant turning point in the company’s governance. His journey began amidst the aftermath of the contested AGM, where he took on the responsibility of overseeing the company’s legal affairs and corporate governance. At Aimia, Mathieu overlooked legal issues related to Aimia’s investments and financing participation across diverse industries and regions, including India, Italy, Honduras, and the United States. His hybrid role encompassed corporate, M&A, and litigation responsibilities, requiring him to navigate complex stakeholders relations and legal challenges in a dynamic environment.
Evolution of Aimia Inc.
Founded in 1984 as a loyalty program company, Montreal-based Aimia sold its interests in various loyalty programs to move towards a diversified investment company focused on unlocking the growth potential of its two global subsidiaries, Bozzetto, a sustainable specialty chemicals company, and Cortland International, a rope and netting solutions company. Now headquartered in Toronto, Aimia’s priorities include monetizing its non-core investments, returning capital to its shareholders, and creating shareholder value.
Aimia Inc. has undergone a significant transformation over the years. Originally known as Aeroplan, a company focused on loyalty services, Aimia shifted direction after an activist campaign led by a portfolio management and investment company based in the United States, Mittleman Brothers, led by Phillip and Christopher. The Mittleman brothers desired to transition Aimia from a loyalty program company to an investment-focused entity. Under their leadership, most of Aimia’s loyalty assets were sold, generating over half a billion dollars in cash, which allowed Aimia to refocus on value investing, as well as contemplating investments in public and private companies around the world.
The Mittleman brothers initially adopted a strategy similar to famed investor Warren Buffett, aiming to invest in companies with growth potential, strong management and targeting industries and locations that could generate benefits for Aimia’s shareholders. In 2023, Aimia Inc. made two major investments: one in Bozzetto, an Italian company operating in the chemical industry, and the other in Tufropes, a business specializing in high performance synthetic fiber ropes and netting solutions for the aquaculture and maritime sectors. These two investments became the core of Aimia’s portfolio, aligning with its mission to create shareholder value through strategic investments in diverse industries.
Strategic Ventures: Acquisitions and Investments
- Tufropes Acquisition: In March 2023, Aimia Inc. acquired Tufropes for $235.1 million, marking a significant step in its strategic growth through acquisitions.
- Bozzetto Transaction: Aimia expanded its portfolio with the acquisition of Bozzetto for $257.766 million in May 2023, reinforcing its market presence.
- Cortland Acquisition: The acquisition of Cortland for $26.6 million in July 2023 highlighted Aimia’s focus on diversification and growth.
- Starchem Acquisition: Aimia’s Italian subsidiary (Bozzetto) acquired 65% stake in Starchem for $25 million in Honduras in November 2023, further broadening its global footprint.
Challenges and Long-Term Success
One of Aimia’s initial and ongoing challenges has been finding common ground among its shareholders, management, and board of directors. With Mithaq owning around 28% of Aimia’s outstanding shares and with a desire to bring changes in the Governance and in the investment strategies, legal disputes were instituted by various parties in Canada, both in front of the Court and in front of the Capital Markets Tribunal. These disputes consumed significant time and resources, diverting focus from growing the business and maximizing shareholder value.
Despite these challenges, Aimia’s long-term success hinges on its ability to align shareholders interests, foster collaboration with management, and remain focused on value creation and business growth.
Legal and Governance Challenges
- Cortland acquisition: Aimia’s subsidiary (Tufropes) made the acquisition of Cortland in July 2023.
- Shareholder rights Plan (SRP): In June 2023, Aimia Inc. adopted a shareholder rights plan (SRP) to ensure that all shareholders are treated fairly in connection with any offer to acquire the outstanding common shares of Aimia.
- Hostile Takeover Bid: In October 2023 Mithaq launched a hostile takeover bid for all outstanding shares of Aimia. Aimia formed a special Committee that recommended to shareholders to not tender their shares. The Hostile takeover bid was abandoned by Mithaq in February 2024;
- Private Placement: Aimia announced a private placement in October 2023 by strategic investors, despite the launch of the hostile takeover bid;
- Starchem acquisition: Acquisition 3 of a majority position by Aimia’s subsidiary (Bozzetto) in November 2023 December 2023: Contestation of the Private Placement in front of the Capital Markets Tribunal.
- Termination of the Paladin Agreements (the investment banking firms that worked with Aimia helping it to find its two subsidiaries) for a consideration in cash and in equity in May 2024
- Aimia’s second contested AGM in June 2024
Building a Legal Team amidst Challenges
Aimia’s history of activism and legal disputes with Aimia’s shareholder posed significant challenges in building its legal team. When Mathieu joined the company, his goal was to establish a robust legal team to support Aimia’s operations and risks both at the Aimia’s level and at the subsidiaries level. However, the company’s reputation for activism and internal disputes made it difficult to attract legal talent.
As a result, instead of building an in-house team, Mathieu focused on managing external legal firms. Aimia Inc. engaged renowned firms such as McCarthy Tétrault, Norton Rose, Delegatus, and Schulte Roth & Zabel in the U.S. to handle various legal mandates. These external partnerships covered corporate work and legal disputes, both Canada and the U.S., ensuring the company received the necessary legal support despite the internal challenges.
Leadership through Communication
Mathieu’s leadership philosophy centers on fostering communication and collaboration among stakeholders. When he assumed his role at Aimia, the company was entangled in multiple legal disputes. His primary objective was to resolve these issues by facilitating dialogue among various stakeholders.
Though his role wasn’t initially intended to focus on litigations, Mathieu was quickly immersed in multiple legal debates in various jurisdictions, despite Aimia’s plan to grow through various cross-border acquisitions. Mathieu quickly recognized that effective communication was vital to bridging differences and finding common ground. This approach of open dialogue and problem-solving has been integral to his leadership style and the organization’s efforts to move forward.
Staying Current with Collaboration
Mathieu credits his continuous development and ability to stay current in the fast-evolving landscape to the partnerships he maintains with key legal firms. Recognizing the demands of his dual roles, Mathieu acknowledges that staying up-to-date across various legal and business matters requires support. His trusted legal partners act as his “guardian angels,” helping him navigate the complexities of both roles by providing timely updates and insights into the latest developments, enabling him to focus on driving the business forward.
Investment Highlights
- Undervalued Portfolio: Aimia’s portfolio includes attractive assets with significant upside potential that is not currently reflected in the stock price.
- Global Growth Strategy: The company employs an accretive growth strategy focused on long-term, controlled investments across global markets.
- Robust Capital Structure: Aimia Inc. benefits from a permanent capital structure, including no debt at the holding company level, sizable tax losses, and perpetual preferred equity, all contributing to enhanced returns for shareholders.
- Experienced Management: The company boasts an experienced management team with a proven track record in efficient capital allocation, supported by a highly capable board.
- Strategic Capital Deployment: Over $450 million was deployed in 2023 towards two cash-generating businesses positioned for future growth.
- Tax Loss Advantages: Aimia has substantial tax losses available to offset a significant portion of its taxable income and capital gains, providing a strategic advantage.
Future Outlook: A Crossroad for Aimia
Aimia’s future direction will be shaped in the coming months, following the creation of a strategic review committee announced at the last AGM. According to Mathieu, the company is currently at a crossroads where “everything is on the table.” The committee’s role is to identify the best options for returning capital to shareholders, such as the potential spinoff of core holdings, the potential recapitalization of the Holdco or core holdings or the potential merger of core holdings with other entities to take advantage of the Company’s cumulative tax losses.
This process involves reassessing investments in various businesses, including those in China and other public and private investments, to ensure that long-standing shareholders benefit from this direction. The focus is on short- to medium-term objectives, with the committee expected to redefine Aimia’s trajectory within the next twelve months, ensuring that shareholders are ultimately rewarded for their patience and commitment.
Balancing Act
Beyond his role at Aimia, Mathieu is also a highly accomplished tennis player. Ranked in the top ten in his age group in both singles and doubles at the international level, he has represented Canada at the World Championships on three separate occasions in South Africa, Croatia, and the United States.
Mathieu attributes much of his discipline and ability to balance his demanding professional responsibilities with his athletic pursuits. His experience in tennis, where he has competed in numerous high-level international tournaments, contributes to his sense of focus and discipline both on and off the court.
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“At Aimia Inc., Mathieu manages investments across diverse industries and regions, including India, Italy, Honduras, and the United States.”
