Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Agreement and Plan of Merger and Reorganization
As previously disclosed, on
On
All other material terms of the Merger Agreement remain substantially the same.
Cooperation Agreement
On
Pursuant to the Cooperation Agreement, subject to the completion of director
information and interviews, the Company has agreed to take all actions necessary
pursuant to the terms of the Merger Agreement to designate
Ancora, which holds approximately 4% of the outstanding IAA Common Stock, irrevocably committed to appear at the special meeting of IAA stockholders to consider the RBA acquisition and to vote in favor of the transactions contemplated by the Merger Agreement and, subject to certain limited exceptions, in favor of all proposals submitted to the IAA stockholders at such meeting.
In the event that either the Company Stockholder Approval or the Parent
Shareholder Approval (each as defined in the Merger Agreement) is not obtained
or IAA files definitive proxy materials for its 2023 annual meeting of
stockholders (the "2023 Annual Meeting") (the first to occur of such events, a
"Transaction Vote Down"), (i) within five business days of the Transaction Vote
Down, one of the Company's current directors (other than the Company's CEO) will
tender his or her resignation from the Board and the Company will, after
completion of director information and interviews, appoint the First Ancora
Director Candidate as an observer to the Board, (ii) the Company will appoint a
second director candidate identified by the
In the event of a Transaction Vote Down, the Board will include the New Director Candidates in its proxy statement for the 2023 Annual Meeting, which will provide that the Company will increase the size of the Board to eleven directors and appoint the New Director Candidates to the Board immediately following the 2023 Annual Meeting. Upon their respective appointments to the Board, the Board will appoint the First Ancora Director Candidate and the Second Ancora Director Candidate to the Operations Committee of the Board.
During the Standstill Period, the
During the Standstill Period (as defined below), the Cooperation Agreement
provides that the
Under the Cooperation Agreement, the "Standstill Period" begins on the date of
the agreement and ends on the later of (x) the Closing (as defined in the Merger
Agreement) and (y) the conclusion of the 2023 Annual Meeting. The Cooperation
Agreement will terminate upon the expiration of the last day of the Standstill
Period, unless earlier terminated by mutual written agreement of the Company and
the
Additional Information
The foregoing description of the Merger Agreement, the Mergers and the
Cooperation Agreement does not purport to be complete and is qualified in its
entirety by reference to the full text of the Amendment, which is filed as
Exhibit 2.1 to this Current Report on Form 8-K, the full text of the Original
Merger Agreement, a copy of which is attached as Exhibit 2.1 to IAA's Current
Report on Form 8-K, filed with the
Each of the Merger Agreement and the Cooperation Agreement contain representations, warranties, covenants and agreements, which were made only for purposes of each agreement and as of specified dates. The representations and warranties in each of the Merger Agreement and the Cooperation Agreement reflect negotiations between the parties to the Merger Agreement and the Cooperation Agreement, as applicable, and are not intended as statements of fact to be relied upon by IAA's stockholders. In particular, the representations, warranties, covenants and agreements in each of the Merger Agreement and . . .
Item 2.02 Results of Operations and Financial Condition.
On
The press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
Forward-Looking Statements
This report contains information relating to a proposed business combination transaction between RBA and IAA. This report 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 and Section 21E of the Exchange Act (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 or estimated amount, achievability, sources, impact and timing of cost synergies and revenue, growth, operational enhancement, expansion and other value creation opportunities from the proposed transaction, the expected debt, de-leveraging and capital allocation of the combined company, 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," "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 Common Shares or IAA 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 RBA Common Shares 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 Common Shares or IAA 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 amount, manner or timeframe expected or at all; the
failure of the combined company to realize potential revenue, 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 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 and/or key performance indicator targets; any legal
impediment to the payment of the special dividend by RBA, including the consent
of the
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
No Offer or Solicitation
This report 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
Important Additional Information and Where to Find It
In connection with the proposed transaction, RBA filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Amendment to the Agreement and Plan of Merger and Reorganization, datedJanuary 22, 2023 , by and among Ritchie Bros. Auctioneers Incorporated, Ritchie Bros. Holdings Inc.,Impala Merger Sub I, LLC ,Impala Merger Sub II, LLC , andIAA, Inc. 10.1 Cooperation Agreement, dated as ofJanuary 22, 2023 , by and amongIAA, Inc. and the affiliates ofAncora Investors, LLC party thereto 99.1+ Joint news release, datedJanuary 23, 2023 , issued by Ritchie Bros. Auctioneers Incorporated andIAA, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
+ Furnished herewith.
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