VANCOUVER, BC, and WESTCHESTER, Ill., Dec. 20,
2022 /CNW/ - Ritchie Bros. Auctioneers
Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.") and IAA, Inc. (NYSE: IAA)
("IAA"), today announced expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 and receipt of
a no-action letter from the Canadian Commissioner of Competition
with respect to the pending acquisition of IAA by Ritchie Bros. The parties have received all
necessary regulatory clearance required pursuant to the previously
announced Agreement and Plan of Merger and Reorganization between
the parties dated as of November 7,
2022. The transaction is expected to close in the first half
of 2023, subject to approval by Ritchie
Bros. shareholders of the issuance of Ritchie Bros. common shares in connection with
the acquisition, adoption of the merger agreement by IAA
stockholders, and other customary closing conditions.
About Ritchie Bros.
Established in 1958, Ritchie
Bros. (NYSE and TSX: RBA) is a global asset management and
disposition company, offering customers end-to-end solutions for
buying and selling used heavy equipment, trucks and other assets.
Operating in a number of sectors, including construction,
transportation, agriculture, energy, mining, and forestry, the
company's selling channels include: Ritchie Bros. Auctioneers,
the world's largest industrial auctioneer offering live auction
events with online bidding; IronPlanet, an online marketplace
with weekly featured auctions and providing the exclusive IronClad
Assurance(R) equipment condition
certification; Marketplace-E, a controlled marketplace
offering multiple price and timing options; Ritchie List, a
self-serve listing service for North America; Mascus, a
leading European online equipment listing service; Ritchie
Bros. Private Treaty, offering privately negotiated sales; and
sector-specific solutions GovPlanet, TruckPlanet,
and Ritchie Bros. Energy. The company's suite of solutions
also includes Ritchie Bros. Asset
Solutions and Rouse Services LLC, which together provides
a complete end-to-end asset management, data-driven intelligence
and performance benchmarking system; SmartEquip, an innovative
technology platform that supports customers' management of the
equipment lifecycle and integrates parts procurement with both OEMs
and dealers; plus equipment financing and leasing
through Ritchie Bros. Financial Services. For more information
about Ritchie Bros.,
visit RitchieBros.com.
Photos and video for embedding in media stories are available
at rbauction.com/media.
About IAA
IAA, Inc. (NYSE: IAA) is a leading global digital marketplace
connecting vehicle buyers and sellers. Leveraging leading-edge
technology and focusing on innovation, IAA's unique platform
facilitates the marketing and sale of total-loss, damaged and
low-value vehicles. Headquartered near Chicago in Westchester, Illinois, IAA has nearly 4,500
employees and more than 210 facilities throughout the U.S.,
Canada and the United Kingdom. IAA serves a global buyer base
– located throughout over 170 countries – and a full spectrum of
sellers, including insurers, dealerships, fleet lease and rental
car companies, and charitable organizations. Buyers have access to
multiple digital bidding and buying channels, innovative vehicle
merchandising, and efficient evaluation services, enhancing the
overall purchasing experience. IAA offers sellers a comprehensive
suite of services aimed at maximizing vehicle value, reducing
administrative costs, shortening selling cycle time and delivering
the highest economic returns. For more information
visit IAAI.com, and follow IAA on
Facebook, Twitter, Instagram,
YouTube and LinkedIn.
Forward-Looking
Statements
This communication contains information relating to a proposed
business combination transaction between Ritchie Bros. Auctioneers Incorporated ("RBA")
and IAA, Inc. ("IAA"). This communication includes forward-looking
information within the meaning of Canadian securities legislation
and forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended (collectively,
"forward-looking statements"). Forward-looking statements may
include statements relating to future events and anticipated
results of operations, business strategies, the anticipated
benefits of the proposed transaction, the anticipated impact of the
proposed transaction on the combined company's business and future
financial and operating results, the expected amount and timing of
synergies from the proposed transaction, the anticipated closing
date for the proposed transaction, other aspects of RBA's or IAA's
respective businesses, operations, financial condition or operating
results and other statements that are not historical facts. There
can be no assurance that the proposed transaction will in fact be
consummated. These forward-looking statements generally can be
identified by phrases such as "will," "should," "expects," "plans,"
"anticipates," "could," "intends," "target," "projects,"
"contemplates," "believes," "predicts," "potential," "continue,"
"foresees," "forecasts," "estimates" or other words or phrases of
similar import.
It is uncertain whether any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of
them do, what impact they will have on the results of operations
and financial condition of the combined companies or the price of
RBA's common shares or IAA's common stock. Therefore, you should
not place undue reliance on any such statements and caution must be
exercised in relying on forward-looking statements. While RBA's and
IAA's management believe the assumptions underlying the
forward-looking statements are reasonable, these forward-looking
statements involve certain risks and uncertainties, many of which
are beyond the parties' control, that could cause actual results to
differ materially from those indicated in such forward-looking
statements, including but not limited to: the possibility that
shareholders of RBA may not approve the issuance of new common
shares of RBA in the transaction or that stockholders of IAA may
not approve the adoption of the merger agreement; the risk that a
condition to closing of the proposed transaction may not be
satisfied (or waived), that either party may terminate the merger
agreement or that the closing of the proposed transaction might be
delayed or not occur at all; the anticipated tax treatment of the
proposed transaction; potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the proposed transaction; the
diversion of management time on transaction-related issues; the
response of competitors to the proposed transaction; the ultimate
difficulty, timing, cost and results of integrating the operations
of RBA and IAA; the effects of the business combination of RBA and
IAA, including the combined company's future financial condition,
results of operations, strategy and plans; the failure (or delay)
to receive the required regulatory approval of the transaction; the
fact that operating costs and business disruption may be greater
than expected following the public announcement or consummation of
the proposed transaction; the effect of the announcement, pendency
or consummation of the proposed transaction on the trading price of
RBA's common shares or IAA's common stock; the ability of RBA
and/or IAA to retain and hire key personnel and employees; the
significant costs associated with the proposed transaction; the
outcome of any legal proceedings that could be instituted against
RBA, IAA and/or others relating to the proposed transaction;
restrictions during the pendency of the proposed transaction that
may impact the ability of RBA and/or IAA to pursue non-ordinary
course transactions, including certain business opportunities or
strategic transactions; the ability of the combined company to
realize anticipated synergies in the timeframe expected or at all;
changes in capital markets and the ability of the combined company
to finance operations in the manner expected; legislative,
regulatory and economic developments affecting the business of RBA
and IAA; general economic and market developments and conditions;
the evolving legal, regulatory and tax regimes under which RBA and
IAA operates; unpredictability and severity of catastrophic events,
including, but not limited to, pandemics, acts of terrorism or
outbreak of war or hostilities, as well as RBA's or IAA's response
to any of the aforementioned factors. These risks, as well as other
risks related to the proposed transaction, are included in the
registration statement on Form S-4 and joint proxy
statement/prospectus filed with the Securities and Exchange
Commission (the "SEC") on December 14,
2022, and applicable Canadian securities regulatory
authorities in connection with the proposed transaction. While the
list of factors presented here is, and the list of factors
presented in the registration statement on Form S-4 are, considered
representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties.
For additional information about other factors that could cause
actual results to differ materially from those described in the
forward-looking statements, please refer to RBA's and IAA's
respective periodic reports and other filings with the SEC and/or
applicable Canadian securities regulatory authorities, including
the risk factors identified in RBA's most recent Quarterly Reports
on Form 10-Q and Annual Report on Form 10-K and IAA's most recent
Quarterly Reports on Form 10-Q and Annual Report on Form 10-K. The
forward-looking statements included in this communication are made
only as of the date hereof. Neither RBA nor IAA undertakes any
obligation to update any forward-looking statements to reflect
actual results, new information, future events, changes in its
expectations or other circumstances that exist after the date as of
which the forward-looking statements were made, except as required
by law.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the U.S. Securities Act of 1933, as
amended, or pursuant to an exemption from, or in a transaction not
subject to, such registration requirements.
Important Additional Information
and Where to Find It
In connection with the proposed transaction, RBA filed with the
SEC and applicable Canadian securities regulatory authorities a
registration statement on Form S-4 to register the common shares of
RBA to be issued in connection with the proposed transaction on
December 14, 2022. The registration
statement includes a joint proxy statement/prospectus which will be
sent to the shareholders of RBA and stockholders of IAA seeking
their approval of their respective transaction-related proposals.
Each of RBA and IAA may also file other relevant documents with the
SEC and/or applicable Canadian securities regulatory authorities
regarding the proposed transaction. This document is not a
substitute for the proxy statement/prospectus or registration
statement or any other document that RBA or IAA may file with the
SEC and/or applicable Canadian securities regulatory authorities.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY
STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE
FILED WITH THE SEC AND APPLICABLE CANADIAN SECURITIES REGULATORY
AUTHORITIES IN CONNECTION WITH THE PROPOSED TRANSACTION OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT/PROSPECTUS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
RBA, IAA AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents (when they are available) free of charge through the
website maintained by the SEC at www.sec.gov, SEDAR at
www.sedar.com or from RBA at its website, investor.ritchiebros.com,
or from IAA at its website, investors.iaai.com. Documents filed
with the SEC and applicable Canadian securities regulatory
authorities by RBA (when they are available) will be available free
of charge by accessing RBA's website at investor.ritchiebros.com
under the heading Financials/SEC Filings, or, alternatively, by
directing a request by telephone or mail to RBA at 9500 Glenlyon
Parkway, Burnaby, BC, V5J 0C6,
Canada, and documents filed with
the SEC by IAA (when they are available) will be available free of
charge by accessing IAA's website at investors.iaai.com or by
contacting IAA's Investor Relations at investors@iaai.com.
Participants in the
Solicitation
RBA and IAA and certain of their respective directors and
executive officers and other members of management and employees
may be deemed to be participants in the solicitation of proxies
from the shareholders of RBA and stockholders of IAA in respect of
the proposed transaction under the rules of the SEC. Information
about RBA's directors and executive officers is available in RBA's
definitive proxy statement on Schedule 14A for its 2022 Annual
Meeting of Shareholders, which was filed with the SEC and
applicable Canadian securities regulatory authorities on
March 15, 2022, and certain of its
Current Reports on Form 8-K. Information about IAAs directors and
executive officers is available in IAA's definitive proxy statement
on Schedule 14A for its 2022 Annual Meeting of Stockholders, which
was filed with the SEC on May 2,
2022, and certain of its Current Reports on Form 8-K. Other
information regarding persons who may be deemed participants in the
proxy solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, are contained or will
be contained in the joint proxy statement/prospectus and other
relevant materials filed or to be filed with the SEC and applicable
Canadian securities regulatory authorities regarding the proposed
transaction when they become available. Investors should read the
joint proxy statement/prospectus carefully before making any voting
or investment decisions. You may obtain free copies of these
documents from RBA or IAA free of charge using the sources
indicated above.
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SOURCE Ritchie Bros.
Auctioneers