- Glass Lewis and ISS recommend IAA stockholders vote to approve
merger agreement with Ritchie Bros.
- IAA Board of Directors continues to unanimously recommend
stockholders vote FOR the proposed transaction on the
WHITE proxy card
- Special Meeting of IAA stockholders scheduled to be held on
March 14, 2023
- Transaction unlocks significant value creation for IAA
stockholders, driven by the potential for substantial cost
synergies and revenue growth opportunities
IAA, Inc. (NYSE: IAA) (“the Company”) today announced that proxy
advisory firms Glass, Lewis & Co. (“Glass Lewis”) and
Institutional Shareholder Services (“ISS”) recommend that IAA
stockholders vote to adopt the merger agreement and thereby approve
Ritchie Bros. Auctioneers Incorporated’s (NYSE: RBA) (TSX:
RBA)(“Ritchie Bros.”) proposed acquisition of IAA at the Company’s
upcoming Special Meeting of Stockholders (the “Special Meeting”) on
March 14th, 2023. Stockholders of record as of the close of
business on January 25, 2023 will be entitled to vote at the
Special Meeting.
The positive recommendations from Glass Lewis and ISS build on
the support received from IAA’s stockholders for the transaction
with Ritchie Bros.
We are disappointed with Glass Lewis’ and ISS’ recommendations
for Ritchie Bros., which disregard the significant benefits this
transaction will bring to all stockholders. We continue to believe
that combining Ritchie Bros.’ and IAA’s marketplace capabilities
will create a unique value proposition with significantly increased
earnings power and stockholder value creation relative to either
company’s standalone prospects.
The closing of the transaction is subject to approval by Ritchie
Bros. stockholders 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.
If stockholders have questions or need assistance in voting the
WHITE proxy, please contact Innisfree or Kingsdale Advisors, IAA’s
proxy solicitors:
Innisfree M&A Incorporated 501
Madison Avenue, 20th Floor New York, New York 10022 Stockholders
Call Toll-Free: (877) 750-8334 Banks and Brokers Call Collect:
(212) 750-5833
Kingsdale Advisors 130 King Street West,
Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2 Call Toll-Free
(within North America): 1-866-851-3215 Call Collect (outside North
America): (416) 867-2272 E-mail:
contactus@kingsdaleadvisors.com
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 IAA transaction, the
anticipated impact of the proposed IAA transaction on the combined
company’s business and future financial and operating results, the
expected or estimated amount, achievability, sources, impact and
timing of cost synergies and revenue, EBITDA, growth, operational
enhancement, expansion and other value creation opportunities from
the proposed IAA transaction, the expected debt, de-leveraging,
cash flow generation and capital allocation of the combined
company, the anticipated closing date for the proposed IAA
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 IAA transaction will in fact be consummated.
These forward-looking statements generally can be identified by
phrases such as “will,” “should,” “expects,” “plans,”
“anticipates,” “could,” “can,” “intends,” “target,” “goal,”
“projects,” “contemplates,” “believes,” “predicts,” “potential,”
“continue,” “foresees,” “forecasts,” “estimates,” “opportunity” 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 IAA transaction may not be
satisfied (or waived), that either party may terminate the merger
agreement or that the closing of the proposed IAA transaction might
be delayed or not occur at all; the anticipated tax treatment of
the proposed IAA transaction; potential adverse reactions or
changes to business or employee relationships, including those
resulting from the announcement or completion of the proposed IAA
transaction; the diversion of management time on
transaction-related issues; the response of competitors to the
proposed IAA 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
IAA transaction; the effect of the announcement, pendency or
consummation of the proposed IAA 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 IAA transaction; the
outcome of any legal proceedings that could be instituted against
RBA, IAA and/or others relating to the proposed IAA transaction;
restrictions during the pendency of the proposed IAA 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 amount,
manner or timeframe expected or at all; the failure of the combined
company to realize potential revenue, EBITDA, growth, operational
enhancement, expansion or other value creation opportunities from
the sources or in the amount, manner or timeframe expected or at
all; the failure of the trading multiple of the combined company to
normalize or re-rate and other fluctuations in such trading
multiple; changes in capital markets and the ability of the
combined company to generate cash flow and/or finance operations in
the manner expected or to de-lever in the timeframe expected; the
failure of RBA or the combined company to meet financial forecasts
and/or KPI targets; any legal impediment to the payment of the
special dividend by RBA, including TSX consent to the dividend
record date; 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 IAA transaction, are included in the Registration
Statement (as defined below) and joint proxy statement/prospectus
filed with the Securities and Exchange Commission (the “SEC”) and
applicable Canadian securities regulatory authorities in connection
with the proposed IAA transaction. While the list of factors
presented here is, and the list of factors presented in the
Registration Statement 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 IAA 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 IAA transaction on
December 14, 2022 (the “Initial Registration Statement”), as
amended by Amendment No. 1 and Amendment No. 2 to the Initial
Registration Statement filed with the SEC and applicable Canadian
securities regulatory authorities on February 1, 2023 and February
9, 2023, respectively (together with the Initial Registration
Statement, the “Registration Statement”). The Registration
Statement was declared effective by the SEC on February 10, 2023.
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 IAA
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
IAA 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 IAA
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, certain of their respective directors and executive
officers and other members of management and employees, and Jeffrey
C. Smith and potentially other Starboard employees, may be deemed
to be participants in the solicitation of proxies from the
stockholders of RBA and IAA in respect of the proposed IAA
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 IAA’s directors
and executive officers is available in IAA’s Annual Report on Form
10-K for its fiscal year 2022, which was filed with the SEC on
February 24, 2023. 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, including information with respect to Mr. Smith, 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 IAA 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230306005842/en/
IAA Contacts
Investors Farah Soi / Caitlin Churchill ICR (203)
682-8200 IAA_IR@icrinc.com
Media Jeanene O’Brien IAA, Inc. (708) 492-7328
jobrien@iaai.com
Ira Gorsky Edelman Smithfield (732) 740-5872
iaa@edelmansmithfield.com
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