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Facing some backlash for his aggressive takeover bid, Calin Rovinescu wanted to point some fingers.

On a conference call Friday, Air Canada’s chief executive officer blamed “numerous analysts and media reports” for some confusion about his airline’s attempt to buy the Aeroplan loyalty rewards program.

His comments followed Air Canada’s proposal last Wednesday to acquire the plan for $250-million, alongside three financial institutions. The bid marks a change of course for the airline, which revealed in May, 2017, that it would let its current partnership with Aeroplan expire and start its own in-house loyalty program — news that sent the shares of Aeroplan’s parent company, Aimia Inc., tumbling.

Running through an eight-point list of alleged misconceptions about the deal, Mr. Rovinescu addressed everything from the way in which Air Canada’s proposal has been framed — it is “not a hostile bid, as characterized by some,” he argued — to the manner in which it was priced.

At $250-million, the bid implies a $3.64 per share value for all of Aimia – a 46 per cent premium to the company’s closing price the day before. However, the offer is still 59 per cent lower than Aimia’s closing value the day before Air Canada announced it would pull out of Aeroplan.

The way Air Canada’s CEO spoke, it seemed Air Canada won’t accept any responsibility for the current confusion. With the offer set to expire on Thursday, Aeroplan members lost in the shuffle can only guess what will happen with their precious points.

Confusion has been a central theme in Air Canada’s plans to build an in-house loyalty program. When the airline announced its breakup with Aeroplan, it promised investors that creating its own plan would deliver a return with a net present value exceeding $2-billion over 15 years. It was hard to know what exactly that meant, however, or how the sum was derived.

A few months later, Air Canada tried to clear the air. At an investor day, the company stressed that moving to an in-house loyalty program could help the airline close a crucial gap between it and its U.S. rivals, whose EBITDAR margins — that is, their earnings before interest, taxes, depreciation, amortization, impairment and aircraft rent as a percentage of operating revenues — are three full percentage points higher. The American rivals have in-house plans and, if run well, these programs can be cash cows.

It’s mostly been silence from Air Canada since. While the airline launched a request for proposals for a credit card partner, there hasn’t been any news on signing one.

Then came the Aeroplan bid, which caught some analysts off guard. In a research note this week, Drew McReynolds at RBC Dominion Securities wrote that he was surprised “given the combination of optics, the risk of adding more confusion for Aeroplan members, and inheritance of the $2-billion unfunded liability.” Aimia has just over $300-million reserved for the $2-billion in rewards for which it was liable as of April 30.

National Bank Financial’s Cameron Doersken was in a similar boat. “We are frankly somewhat surprised by this proposal as Air Canada had shown little interest in acquiring Aeroplan from Aimia previously,” he wrote in a note to clients.

What changed to make Air Canada more interested? It could be that the airline realized it will have to fight tooth and nail with Aeroplan to win over the program’s existing members come 2020. Maybe it was that many potential card partners for a new plan are already tied to existing loyalty programs, which may have affected the number of proposals that Air Canada received.

Aeroplan is also cheap now. To put the current $250-million bid in context, Air Canada got the exact same amount when it spun Aeroplan out in an initial public offering 13 years ago. But that was for 12.5 per cent of the company. It now hopes to buy the whole thing, with its five million members, for the same amount.

And then there is the nature of the bid. Despite Mr. Rovinescu’s objections about its characterization as hostile, Air Canada “announced a takeover without the consent and support of [Aimia’s] board,” said Jason Pereira, a financial planner with Woodgate Financial in Toronto. “That’s a hostile takeover.”

Perhaps Air Canada’s CEO is frustrated because Aimia isn’t taking much heat. If so, he has a point.

The loyalty rewards program signed its current contract with the airline in 2005, which meant it had a 15-year runway to diversify its revenues. Former CEO Rupert Duchesne, who left the company last year, tried to add new revenue streams, but very little of his strategy paid off.

Chiefly, Aimia acquired Nectar, a British loyalty-rewards program, for $755-million in 2007. This February, the plan was sold to Sainsbury’s for a net price of $34-million — 95 per cent less than what Aimia had paid for it.

The fact that Aimia’s shares fell so quickly in May, 2017, allowing Air Canada to bid so low last week, isn’t necessarily the airline’s fault. The loyalty-rewards company suffered because it didn’t have much else to shoulder the blow.

But as Air Canada is now learning, in the court of public opinion, facts sometimes don’t matter as much as optics. And in this scenario, the optics aren’t pretty.

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Study and track financial data on any traded entity: click to open the full quote page. Data updated as of 17/05/24 4:00pm EDT.

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Aimia Inc
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