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Ritchie Bros. Completes Hard Fought $7 Billion Acquisition of IAA, Creating Global Marketplace Leader
Tuesday, March 21, 2023Company Profile | Follow Company
Burnaby, BC, March 21, 2023--(T-Net)--Ritchie Bros. Auctioneers (NYSE: RBA) (TSX: RBA) today announced that it has completed its acquisition of IAA, Inc.
As previously announced on January 23, 2023, under the terms of the amended merger agreement, IAA shareholders will receive $12.80 per share in cash and 0.5252 common shares of Ritchie Bros. for each share of IAA common stock they own.
A number of shareholders including New York-based Luxor Capital and Eminence Capital (as well as two Proxy advisory firms) had earlier expressed concerns about the risks posed by the acquisition and had indicated they planned to vote against it, but Ritchie Bros secured the backing of a key IAA shareholder and another proxy advisory firm and the final acquisition deal has now cleared all hurdles.
Ann Fandozzi, Chief Executive Officer (CEO), Ritchie Bros. Auctioneers
"The closing of the IAA acquisition represents the beginning of an exciting new chapter for Ritchie Bros. as we expect the combination of our businesses to drive long-term, profitable growth and significant, sustainable shareholder value creation," said Ann Fandozzi, CEO of Ritchie Bros.
"With IAA, we will accelerate our transformation into a premier digital marketplace and expand into an attractive, adjacent vertical, broadening our global footprint. Our combined yard footprint, marketplace infrastructure and comprehensive suite of innovative solutions will allow us to serve customers more effectively and efficiently than ever before."
Fandozzi continued, "I would like to extend a heartfelt thank you to our colleagues at Ritchie Bros. for their unwavering focus on our customers and business success and welcome our new IAA teammates to the Ritchie Bros. family. With dedicated teams and detailed plans in place, we are excited to hit the ground running in integrating our businesses and pursue the significant opportunities that the combined Ritchie Bros. + IAA will create for employees, customers and shareholders."
As previously announced, in conjunction with the transaction close, the Ritchie Bros. Board of Directors will consist of 12 members and include:
In connection with the close of the transaction, Mahesh Shah and Chris Zimmerman have stepped down from the Ritchie Bros. Board, effective immediately.
Fandozzi concluded, "We thank Mahesh and Chris for their commitment and valuable contributions to Ritchie Bros. and wish them the best in their future endeavors."
As previously announced, the Ritchie Bros. Board declared a special cash dividend on Ritchie Bros.' outstanding common shares of $1.08 per share, payable to shareholders of record at the close of business on March 17, 2023. Payment of the special dividend was contingent upon the closing of the IAA acquisition.
Payment of the dividend will be made to eligible Ritchie Bros. shareholders on March 28, 2023. IAA stockholders will not be entitled to receive the special dividend with respect to any Ritchie Bros. common shares received as consideration in the transaction.
As a result of the completion of the transaction, IAA's common stock ceased trading on the New York Stock Exchange under the ticker symbol "IAA" as of the close of trading on March 20, 2023.
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.
Advisors
Goldman Sachs & Co. LLC served as lead financial advisor and Guggenheim Securities, LLC served as co-lead financial advisor to Ritchie Bros. Evercore and RBC Capital Markets also served as financial advisors to Ritchie Bros. J.P. Morgan Securities LLC served as the exclusive financial advisor to IAA.
Goodwin Procter LLP, McCarthy Tétrault LLP and Skadden, Arps, Slate, Meagher & Flom LLP served as legal advisors to Ritchie Bros. and Cooley LLP, Blake, Cassels & Graydon LLP and Latham & Watkins LLP served as legal advisors to IAA.
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