ISS, Glass Lewis recommend Ritchie Bros. investors vote against IAA merger

Luxor Capital Group, as the manager of funds owning 4.7 million shares of Ritchie Bros. Auctioneers Incorporated (RBA), representing approximately 4.2% of the company’s outstanding shares, announced that Institutional Shareholder Services Inc. and Glass, Lewis & Co., each an independent proxy voting advisory firm, has recommended that RBA shareholders vote AGAINST the proposed merger with IAA, Inc. (IAA). "Today, both ISS and Glass Lewis issued well-considered recommendations for Ritchie Bros.’s shareholders to Vote Against the flawed and ill-advised merger with IAA. Using their own analysis, these leading independent firms have confirmed Luxor’s publicly articulated analysis and views. They now join the chorus of other voices who have already, publicly and privately, said this deal should be voted down. It is clear that ISS and Glass Lewis agree that a standalone Ritchie Bros. will drive more value for shareholders, with less risk, than a merger with IAA’s second-tier business," said Doug Snyder, President of Luxor. "The ISS and Glass Lewis reports are a clear rebuke of the strategic rationale of the merger, and corroborate Luxor’s assessment that RBA is undervalued on a standalone basis. It is also clear that the overall governance and process run by the Ritchie Bros. board was lacking. With this additional affirmation, we expect shareholders to overwhelmingly Vote Against this merger and return Ritchie Bros. to its strong standalone path," continued Snyder. Luxor said ISS and Glass Lewis appeared to agree with Luxor’s contention that RBA management lowered RBA’s standalone valuation to justify the IAA Merger, and criticized RBA’s deal process and the misalignment of interests present in the IAA Merger.