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Ritchie Bros.: Shareholders Vote to Approve IAA Acquisition at Special Meeting

March 15, 2023, 07:17 AM
Filed Under: Mergers & Acquisitions

Ritchie Bros. Auctioneers Incorporated announced that, based on the preliminary vote count provided by its proxy solicitors following the company's Special Meeting of Shareholders (the Special Meeting), Ritchie Bros. shareholders voted to approve the proposed acquisition of IAA, Inc.

Ritchie Bros. will file final, certified voting results on a Form 8-K with the U.S. Securities and Exchange Commission as soon as practicable.

Ann Fandozzi, CEO of Ritchie Bros., said, "We thank our shareholders for their confidence in the Ritchie Bros. team, our strategy and the significant value creation potential we can unlock through the Ritchie Bros. + IAA combination. We have a proven record of delivering on our stakeholder commitments and look forward to continuing this record with IAA – providing outstanding returns for our investors, exciting opportunities for our employees and enabling our customers to be even more successful by tapping into Ritchie Bros.' marketplace of value-added insights, services and transaction solutions."

"We greatly value the varied perspectives that have been shared and the engagement we have had with our shareholders since announcing the IAA transaction," said Fandozzi.

IAA Announces Stockholder Approval of Merger Agreement with Ritchie Bros.

IAA, Inc. separately announced its stockholders have adopted the previously announced merger agreement providing for the stock and cash acquisition of the company by Ritchie Bros. Auctioneers Incorporated at the Special Meeting of IAA Stockholders.

"We are pleased that IAA and Ritchie Bros. stockholders support the combination of our two strong companies,” said John P. Larson, Chair of the IAA Board of Directors. “This transaction will combine the best-of-the-best marketplace capabilities to deliver more value for customers, expanded opportunities for employees, and a stronger economic model with enhanced returns for stockholders.”

Under the terms of the merger agreement, IAA stockholders 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. Upon completion of the transaction, the parties expect that on a fully diluted basis IAA stockholders will own approximately 37.2 percent of the combined company and Ritchie Bros. shareholders will own approximately 62.8 percent.

Final voting results for the IAA and Ritchie Bros. special meetings will be disclosed on Form 8-Ks filed by the companies with the U.S. Securities and Exchange Commission.

J.P. Morgan Securities LLC is serving as the exclusive financial advisor to IAA. Cooley LLP, Blake, Cassels & Graydon LLP and Latham & Watkins LLP are serving as legal advisors to IAA.

IAA, Inc. is a global digital marketplace connecting vehicle buyers and sellers. Headquartered near Chicago in Westchester, IL, 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.

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