Ann Fandozzi

Mar 21, 2023

Ritchie Bros. Completes Acquisition of IAA March 21, 2023, 07:10 AM Ritchie Bros. Auctioneers Incorporated announced it has completed its acquisition of IAA, Inc. As previously announced on Jan. 23, 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. "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." The Ritchie Bros. Board of Directors will consist of 12 members and include: Erik Olsson, Chair of the Board and former President and CEO of MobileMini, Inc.; Ann Fandozzi, CEO of Ritchie Bros.; Brian Bales, new independent director and former Chief Development Officer of Republic Services; Bill Breslin, new independent director and former Senior Vice President of Claims for USAA; Adam DeWitt, former CEO of Grubhub, Inc.; Robert Elton, former CFO of Vancouver City Savings Credit Union; Lisa Hook, former President and CEO of Neustar, Inc.; Tim O'Day, new independent director and President and CEO of Boyd Group Services Inc.; Sarah Raiss, former Executive Vice President of Corporate Services of TransCanada Corporation; Michael Sieger, new independent director and former Claims President at Progressive Insurance; Jeffrey Smith, new independent director and CEO of Starboard Value LP; and Carol Stephenson, former Dean of the Ivey Business School at Western University. In connection with the close of the transaction, Mahesh Shah and Chris Zimmerman have stepped down from the Ritchie Bros. Board. 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. 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. 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.