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Capital Markets Tribunal Keeps High Bar to Establish Improper Defensive Private Placement

On March 11, 2024, the Ontario Capital Markets Tribunal Tribunal released its reasons for dismissing Mithaq Capital Inc. s Mithaq application on December 14, 2023, to cease trade a private placement that Aimia Inc. Aimia completed in October 2023. Mithaq asserted that the private placement was conducted as an improper defensive tactic under National Policy 62-202 Take-Over Bids Defensive Tactics of the Canadian Securities Administrators and was designed to thwart Mithaq s then-recently launched takeover bid for Aimia. Ultimately, the Tribunal found that the private placement was conducted for a legitimate business purpose to meet Aimia s serious and immediate financing needs.

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