Item 1.01 Entry into a Material Definitive Agreement.
On
Purchase Agreement Governance
Pursuant to the terms of the Purchase Agreement, upon the approval by the
Company's shareholders of the issuance of Common Shares in connection with the
Merger (as defined below) and IAA, Inc.'s ("IAA") shareholders of the Merger by
both the RBA and IAA shareholders (the "Appointment Event"), the Company will
increase the size of its Board of Directors (the "Board") from nine to ten
directors and appoint
Starboard has agreed, from the Appointment Event until the later of (i) the
earlier of (x) the date that is 30 days prior to the deadline for the submission
of shareholder nominations for the 2024 Annual Meeting pursuant to the Company's
organizational documents and (y) the date that is 100 days prior to the first
anniversary of the 2023 Annual Meeting and (ii) the date that
Starboard also has agreed that, during the Standstill Period, it will not vote
any shares beneficially owned by it against (including through a "withhold"
vote) any of the Company's nominees for director, including any continuing
director, or the Board's recommendation with respect to any other Company
proposal or shareholder proposal or nomination presented at an annual or special
meeting of shareholders. There are no restrictions, however, on Starboard's
ability to vote shares beneficially owned by it with respect to any
extraordinary transaction that may be presented for shareholder approval during
the Standstill Period or the election or removal of
The Purchase Agreement also includes a customary mutual non-disparagement . . .
Item 3.02 Unregistered Sales of
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
The information included in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished and 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, or the Exchange Act, regardless of any general incorporation language 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 of 1934, as amended (collectively, "forward-looking statements"). Forward-looking statements may include statements relating to future events and anticipated results of operations, events that will occur if the Merger receives shareholder approval or else is terminated, future events that will occurred based on the terms of any agreement RBA or IAA signs; corporate governance documents RBA or IAA will adopt and the terms or rights to be contained therewithin, 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'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 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'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 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 KPI targets; the failure to satisfy any of the
conditions to closing of the Starboard investment in RBA, including TSX
acceptance of the private placement; 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 transaction, are included in the registration statement on Form S-4 and
joint proxy statement/prospectus filed with 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 Securities Act 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 transaction, RBA filed with the
Investors and security holders may obtain copies of these documents (when they
are available) free of charge through the website maintained by the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1* Securities Purchase Agreement, dated as ofJanuary 22, 2023 , by and amongRitchie Bros. Auctioneers Incorporated ,Starboard Value LP ,Jeffrey Smith and the purchasers named therein. 99.1+ News release, datedJanuary 23, 2023 issued byRitchie Bros. Auctioneers Incorporated , announcing the PIPE Transaction. 104 Cover Page Interactive Data File. * Certain schedules and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. RBA agrees to furnish a supplemental copy of any omitted schedule or attachment to theSEC upon request. + Furnished herewith.
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