Private Treaty, offering privately negotiated sales; and sector-specific solutions GovPlanet, TruckPlanet, and Ritchie Bros. Energy. The combined companys increased scale will allow it to build out its integrated digital marketplace. | Ann Fandozzi will continue to serve as CEO of the combined company. Provides Diversification Benefits with Entry into Adjacent Vehicle Market: The transaction represents Ritchie Bros. entry into the large and steadily growing vehicle sector.IAA is an established market leader, currently delivering annual GTV of approximately $8.6 billion. Under the terms of the merger agreement, IAA stockholders will receive $10.00 in cash and 0.5804 shares of Ritchie Bros. common stock for each share of IAA common stock they own. RBA and the Company and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the stockholders of RBA and the Company in respect of the proposed transaction under the rules of the SEC. The Registration Statement was declared effective by the SEC on February 10, 2023. Therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.While RBAs and the Companys 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 the Company 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 the Company; the effects of the business combination of RBA and the Company, including the combined companys 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 RBAs common shares or the Companys common stock; the ability of RBA and/or the Company 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, the Company 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 the Company 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 timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; legislative, regulatory and economic developments affecting the business of RBA and the Company; general economic and market developments and conditions; the evolving legal, regulatory and tax regimes under which RBA and the Company 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 RBAs or the Companys response to any of the aforementioned factors. Erik Olsson, chairman of the Ritchie Bros. Board, will serve as chairman of the Board of the combined company. The Ritchie Bros. press release is available at https://investor.ritchiebros.com/news/default.aspx. Neither RBA nor the Company 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. 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. "IAA accelerates our journey to become the trusted global marketplace for insights, services, and transaction solutions," said Ann Fandozzi, CEO of Ritchie Bros. "Their highly complementary business in an adjacent vertical will allow us to unlock additional growth. With enhanced scale and an expanded addressable market, Ritchie Bros. will be able to drive additional Gross Transaction Value ("GTV") growth through its platforms and auction sites, in turn generating more insights for its customers and expanding the adoption of Ritchie Bros.' other high-margin tech-enabled services. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in our consolidated financial statements. The expanded real estate base will provide the company with additional flexibility to drive profitable growth by strategically leveraging capacity to best serve customers across both businesses. VANCOUVER, BC, Feb. 13, 2023 /PRNewswire/ - Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) (the "Company", "Ritchie Bros.", "we", "us", or "our") announced today certain preliminary, unaudited financial results for the fourth quarter and full year 2022. At Ritchie Bros. Auctioneers, we promise to treat your data with respect and will not share your information with any third party. 1GTV represents total proceeds from all items sold at our auctions and online marketplaces. I believe that very appealing new opportunities are ahead for IAA employees and new capabilities for customers as we enter this exciting new chapter with Ritchie Bros.. Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA) ("Ritchie Bros.") today issued the following letter reinforcing the outstanding value creation opportunity presented by the acquisition of IAA, Inc. (NYSE: IAA) ("IAA") and highlighting support the Company is receiving from many shareholders and independent third-party Adding a successful business in a new vertical will diversify Ritchie Bros.' business by both customer and geography and create a more resilient business model to perform through market cycles. 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. Stock Analyst Update Ritchie Bros. Posts Solid Results to End 2022 Our focus shifts to the upcoming shareholder vote. VANCOUVER, BC and WESTCHESTER, Ill., Nov. 7, 2022 /PRNewswire/ -- Ritchie Bros. Auctioneers Incorporated (NYSE: RBA) (TSX: RBA), (the "Company" or "Ritchie Bros.") and IAA, Inc. (NYSE: IAA), today announced that they have entered into a definitive agreement under which Ritchie Bros. will acquire IAA in a stock and cash transaction valued at approximately $7.3 billion including the assumption of $1.0 billion of net debt.2The transaction has the unanimous support of both boards of directors. At Ritchie Bros. Auctioneers, we promise to treat your data with respect and will not share your information with any third party. You may obtain free copies of these documents from RBA or the Company free of charge using the sources indicated above. Media and other interested parties may listen to live webcast of the call at https://investor.ritchiebros.com. This press release contains information relating to a proposed business combination transaction between Ritchie Bros. Auctioneers Incorporated (RBA) and IAA, Inc. (the Company). Creates a Leading Global Marketplace for Commercial Assets and Vehicles: Combining Ritchie Bros. and IAAs product offerings immediately creates a leading global marketplace for commercial assets and vehicles with pro forma GTV1 of approximately $14.5 billion for the last 12 months ended September 30, 2022 and pro forma revenue1 and Adjusted EBITDA1,3 of approximately $3.8 billion and approximately $1.0 billion, respectively, excluding the impact of synergies. Media Barrett Golden / Lucas Pers / Haley Salas Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449. Leveraging leading-edge technology and focusing on innovation, IAAs unique platform facilitates the marketing and sale of total-loss, damaged and low-value vehicles. You must click the activation link in order to complete your subscription. (when they are available) will be available free of charge by accessing Ritchie Bros .' Sign up to get PRNs top stories and curated news delivered to your inbox weekly! The Ritchie Bros. press release is available at https://investor.ritchiebros.com/news/default.aspx. This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, "forward-looking statements"), including, in particular, statements regarding the Company's preliminary unaudited fourth quarter and full fiscal year 2022 results (which remain subject to ongoing review and revision), pending acquisition of IAA, Inc ("IAA"), future financial and operational results and growth and value prospects and payment of dividends. The transaction will also provide compelling value to stockholders through the immediate cash component and the opportunity to participate in the substantial growth potential of our combined company with significant resources. 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 SECAND APPLICABLE CANADIAN SECURITIES REGULATORY AUTHORITIESIN 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. The following table reconciles net debt to debt, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements. For more information visitIAAI.com, and and follow IAA on Facebook, Twitter, Instagram, YouTube "The transaction will also provide compelling value to stockholders through the immediate cash component and the opportunity to participate in the substantial growth potential of our combined company with significant resources. Established in 1958, Ritchie Bros. (NYSE and TSX: RBA)is a global asset management and disposition company, offering customers end-to-end solutions for buying and selling used heavy equipment, trucks and other assets. Photos and video for embedding in media stories are available atrbauction.com/media. Ritchie Bros. intends to fund the cash consideration of the transaction through a combination of cash on hand and new debt. The registration statement will include a joint proxy statement/prospectus which will be sent to the stockholders of RBA and the Company seeking their approval of their respective transaction-related proposals. 2 For information regarding Ritchie Bros. use and definition of this measure, see "Non-GAAP Measures" section in this press release, 3 For information regarding Ritchie Bros. use and definition of this measure, see "Non-GAAP Measures" section in this press release. The expanded real estate base will provide the company with additional flexibility to drive profitable growth by strategically leveraging capacity to best serve customers across both businesses. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. WebAnnual Report on Form 10-K for the year ended December 31, 2020 and Ritchie ros. Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, which are available We expect this transaction to create new and exciting growth and development opportunities for employees of both Ritchie Bros. and IAA as we scale our combined business. This includes leveraging Ritchie Bros.' footprint to expand IAA's broader capacity, including for catastrophic weather events. Ritchie Bros. announces preliminary fourth quarter & full year 2022 financial results, Loss (gain) on disposition of property, plant and equipment and related, https://www.prnewswire.com/news-releases/ritchie-bros-announces-preliminary-fourth-quarter--full-year-2022-financial-results-301744986.html, Total revenue of approximately $1.7 billion, Net income of approximately $317 million to $320 million, Short- and long-term debt of approximately $610 million, Total revenue of approximately $444 million, Net income of approximately $42 million to $45 million, Adjusted EBITDA of approximately $118 million to $122 million. 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. It is one of the most trusted brands in the industry, with long-standing customer relationships. Forward looking statements are made as of the date of this news release and the Company does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. For more information visitIAAI.com, and follow IAA on Facebook,Twitter,Instagram, YouTubeandLinkedIn. 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.comor from RBA at its website, investor.ritchiebros.com, or from IAA at its website, investors.iaai.com. Adjusted EBITDA, 2023 IAA Holdings, LLC All Rights Reserved Forward-looking statements necessarily involve assumptions, risks and uncertainties, certain of which are beyond the Company's control, including developments with respect to the Company'syear-endclosingand review process and facts or circumstances affecting the application of the Company's critical accounting policies; the duration and impact of the COVID-19 pandemic on the Company's operations, the operations of customers, and general economic conditions, including inflation, rising interest rates and foreign exchange rate fluctuation; the numerous factors that influence the supply of and demand for used equipment; economic and other conditions in local, regional and global sectors; the risk that a condition to closing of the Company's pending acquisition of IAA 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 Company's ability to successfully integrate acquired companies including IAA, and to receive the anticipated benefits of such acquisitions; and the risks and uncertainties set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 and our subsequent quarterly reports on Form 10-Q, which are available on the SEC, SEDAR, and Company websites. This news release references non-GAAP measures. You may obtain free copies of these documents from RBA or IAA free of charge using the sources indicated above. IAA, Inc. (NYSE: IAA) is a leading global digital marketplace connecting vehicle buyers and sellers. | at 9500 Glenlyon Parkway, Burnaby, BC , V5J 0C6, Canada , and documents filed with the The combined real estate footprint also increases Ritchie Bros. proximity to a broader customer base and local yards, allowing it to provide faster service and reduce transportation time and costs, enhancing the overall experience for customers. The Company's suite of solutions also includesRitchie Bros. Asset SolutionsandRouse Services LLC, which together provides a complete end-to-end asset management, data-driven intelligence and performance benchmarking system;SmartEquip, an innovative technology platform that supports customers' management of the equipment lifecycle and integrates parts procurement with both OEMs and dealers; plus equipment financing and leasing throughRitchie Bros. Financial Services. 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. Forward looking statements are made as of the date of this news release and the Company does not undertake any obligation to update the information contained herein unless required by applicable securities legislation. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. (510) 381-7584 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. These risks, as well as other risks related to the proposed transaction, will be included in the registration statement on Form S-4 and joint proxy statement/prospectus that will be filed with the Securities and Exchange Commission (the SEC) and applicable Canadian securities regulatory authorities in connection with the proposed transaction. Operating in a number of sectors, including construction, transportation, agriculture, energy, mining, and forestry, the company's selling channels include:Ritchie Bros. Auctioneers, the world's largest industrial auctioneer offering live auction events with online bidding;IronPlanet, an online marketplace with weekly featured auctions and providing the exclusive IronClad Assurance(R)equipment condition certification;Marketplace-E, a controlled marketplace offering multiple price and timing options;Ritchie List, a self-serve listing service for North America;Mascus, a leading European online equipment listing service;Ritchie Bros. 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. Ritchie Bros. Analysts and institutional investors may participate via conference call, using the following dial-in information: Media and other interested parties may listen to live webcast of the call at https://investor.ritchiebros.com. The slides and infographic will be available on the investor relations section of each companys website. The forward-looking statements included in this communication are made only as of the date hereof. Image source: The Motley Fool. | Ritchie Bros. In connection with the proposed transaction, RBA expects to file 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 transaction. The foregoing list is not exhaustive of the factors that may affect the Company's forward-looking statements. The following table reconciles preliminary adjusted EBITDA to net income, which is the most directly comparable GAAP measure in, or calculated from, our consolidated financial statements: Loss (gain) on disposition of property, plant and equipment and related costs, Non-recurring advisory, legal and restructuring costs. GTV is not a measure of financial performance, liquidity, or revenue, and is not presented in our consolidated financial statements. The Company believes that net debt is an important measure to monitor leverage and evaluate the balance sheet. 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"). This news release contains forward-looking statements and forward-looking information within the meaning of applicable U.S. and Canadian securities legislation (collectively, "forward-looking statements"), including, in particular, statements regarding the Company's preliminary unaudited fourth quarter and full fiscal year 2022 results (which remain subject to ongoing review and revision), pending acquisition of IAA, Inc ("IAA"), future financial and operational results and growth and value prospects and payment of dividends.
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