This filing relates to the proposed acquisition of IAA, Inc., a Delaware corporation (the “Company”), by Ritchie Bros. Auctioneers Incorporated, a company organized under the federal laws of Canada (“Parent”), pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization, dated as of November 7, 2022, as amended by that certain Amendment to the Agreement and Plan of Merger and Reorganization, dated as of January 22, 2023, by and among the Company, Parent, Ritchie Bros. Holdings Inc., a Washington corporation and a direct and indirect wholly owned subsidiary of Parent (“US Holdings”), Impala Merger Sub I, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings, and Impala Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdings. |
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Filed by Ritchie Bros. Auctioneers Incorporated pursuant to Rule 425
under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934
Subject Company: IAA, Inc.
Commission File No.: 001-38580
Date: March 14, 2023 |
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News Release |
Ritchie Bros. Shareholders Vote to Approve IAA Acquisition at Special
Meeting
Shareholder Approval Marks Important Milestone Toward Completing IAA
Transaction and Accelerating Ritchie Bros.’ Strategy to Create Premier Global Marketplace with Long Runway for Outstanding Growth
and Value Creation
VANCOUVER, BC, March 14, 2023 – Ritchie Bros. Auctioneers
Incorporated (NYSE: RBA) (TSX: RBA) (“Ritchie Bros.”) announced that, based on the preliminary vote count provided by its
proxy solicitors following the Company’s Special Meeting of Shareholders (the “Special Meeting”) held earlier today,
Ritchie Bros. shareholders voted to approve the proposed acquisition of IAA, Inc. (NYSE: IAA) (“IAA”). Ritchie Bros. will
file final, certified voting results on a Form 8-K with the U.S. Securities and Exchange Commission as soon as practicable.
Ann Fandozzi, CEO of Ritchie Bros., said, “We thank our shareholders
for their confidence in the Ritchie Bros. team, our strategy and the significant value creation potential we can unlock through the Ritchie
Bros. + IAA combination. We have a proven record of delivering on our stakeholder commitments and look forward to continuing this record
with IAA – providing outstanding returns for our investors, exciting opportunities for our employees and enabling our customers
to be even more successful by tapping into Ritchie Bros.’ marketplace of value-added insights, services and transaction solutions.”
“We greatly value the varied perspectives that have been shared
and the engagement we have had with our shareholders since announcing the IAA transaction,” continued Ms. Fandozzi.
About Ritchie Bros.
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. 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. Private Treaty,
offering privately negotiated sales; and sector-specific solutions GovPlanet, TruckPlanet, and Ritchie Bros. Energy. The company's suite
of solutions also includes Ritchie Bros. Asset Solutions and Rouse 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 through Ritchie
Bros. Financial Services. For more information about Ritchie Bros., visit RitchieBros.com.
Photos and video for embedding in media stories are available at rbauction.com/media.
![](https://content.edgar-online.com/edgar_conv_img/2023/03/14/0001104659-23-032259_image_004.jpg) | News Release |
Forward-Looking Statements
This communication contains information relating to a proposed business
combination transaction between Ritchie Bros. (“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 Merger, the anticipated impact of the proposed Merger 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 Merger,
the expected debt, de-leveraging, cash flow generation and capital allocation of the combined company, the anticipated closing date for
the proposed Merger, 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 Merger 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 risk that a condition to closing of the proposed
Merger may not be satisfied (or waived), that either party may terminate the merger agreement or that the closing of the proposed Merger
might be delayed or not occur at all; the anticipated tax treatment of the proposed Merger; potential adverse reactions or changes to
business or employee relationships, including those resulting from the announcement or completion of the proposed Merger; the diversion
of management time on transaction-related issues; the response of competitors to the proposed Merger; 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 Merger; the effect of the announcement, pendency or consummation of the proposed Merger
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 Merger; the outcome of any legal proceedings that could be instituted
against RBA, IAA and/or others relating to the proposed Merger; restrictions during the pendency of the proposed Merger 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;
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 Merger, 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 Merger. 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.
![](https://content.edgar-online.com/edgar_conv_img/2023/03/14/0001104659-23-032259_image_004.jpg) | News Release |
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 Merger, 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 Merger 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 Merger. 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 MERGER 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 MERGER.
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.
![](https://content.edgar-online.com/edgar_conv_img/2023/03/14/0001104659-23-032259_image_004.jpg) | News Release |
Ritchie Bros. Contacts
Investors
Sameer Rathod Vice President, Investor Relations & Market Intelligence
(510) 381-7584
srathod@ritchiebros.com
Media
Barrett Golden / Lucas Pers / Haley Salas
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
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